As filed with the Securities and Exchange Commission on February 7, 2017.
Registration Nos. 2-99356
811-04367
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
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THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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☐
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Post-Effective Amendment No. 288
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and/or
REGISTRATION STATEMENT
UNDER
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THE INVESTMENT COMPANY ACT OF 1940
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☒
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Amendment No. 292
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(Check Appropriate Box or Boxes)
COLUMBIA FUNDS SERIES TRUST I
(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
Active Portfolios
®
Multi-Manager Growth Fund.
EXPLANATORY NOTE
This Post-Effective Amendment No. 288 to the Registration Statement on Form N-1A (File No. 2-99356) 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. 288 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. 288 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the
Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 288 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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Second Amended and Restated Agreement and Declaration of Trust, dated August 10, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the
Registrant on
Form N-1A
(Exhibit (a)(1)), filed on September 16, 2005.
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(a)(2)
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Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust, effective September 19, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement
No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(2)), filed on September 16, 2005.
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(b)
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Amended and Restated By-laws of the Registrant, effective October 20, 2015, are incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on
Form N-1A (Exhibit (b)), filed on December 22, 2015.
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(d)(1)
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Amended and Restated Management Agreement, as of April 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, is incorporated by reference to
Post-Effective Amendment No. 257 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)), filed on April 27, 2016.
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(d)(1)(i)
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Schedule A and Schedule B, as of December 1, 2016, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, as of April 25,
2016, are incorporated by reference to Post-Effective Amendment No. 282 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)(i)), filed on November 23, 2016.
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(d)(2)
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Amended and Restated Management Agreement, as of October 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and Registrant, effective June 16, 2015, is
incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 233-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)), filed on October 31, 2016.
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(d)(2)(i)
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Schedule A and Schedule B, as of October 25, 2016, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, as of
October 25, 2016, are incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 233-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)(i)), filed on October 31, 2016.
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(d)(3)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration
Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on May 30, 2014.
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(d)(3)(i)
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Addendum dated March 7, 2012 to the Subadvisory Agreement dated March 7, 2012 between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of
Active Portfolios
®
Multi-Manager Alternatives Fund, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit
(d)(3)(1)), filed on May 30, 2014.
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(d)(3)(ii)
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Amendment No. 1, dated August 18, 2016 to the Subadvisory Agreement dated March 7, 2012 between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of
Active
Portfolios
®
Multi-Manager Directional Alternatives Fund is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant
on Form N-1A (Exhibit (d)(3)(ii)), filed on September 30, 2016.
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(d)(4)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment
No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(4)), filed on May 30, 2014.
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(d)(4)(i)
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Amendment No.1, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC dated March 7, 2012, is
incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)(i)), filed on June 29, 2015.
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(d)(5)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and EAM Investors, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 99356 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on May 30, 2014.
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(d)(6)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective
Amendment No. 259 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 16, 2016.
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(d)(7)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC dated February 6, 2013, last amended January 24, 2014, is incorporated by reference to
Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on May 30, 2014.
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(d)(7)(i)
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Addendum – Authorization to Enter Into Over-The-Counter And/Or Exchange Traded Derivatives between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC dated March 7, 2012, is
incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)(1)), filed on May 30, 2014.
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(d)(8)
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Subadvisory Agreement among Columbia Management Investment Advisers, LLC and Threadneedle International Limited dated March 5, 2014, is incorporated by reference to Post-Effective Amendment No. 236 to
Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on August 26, 2015.
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(d)(8)(i)
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Amendment No. 1, dated December 19, 2014, to the Subadvisory Agreement, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to
Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(i)), filed on August 26, 2015.
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(d)(8)(ii)
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Amendment No. 2, dated March 4, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective
Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(ii)), filed on August 26, 2015.
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(d)(8)(iii)
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Amendment No. 3, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective
Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(iii)), filed on August 26, 2015.
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(d)(8)(iv)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF1 Offshore
Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(iv)), filed on
August 26, 2015.
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(d)(8)(v)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF2 Offshore
Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(v)), filed on
August 26, 2015.
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(d)(8)(vi)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF3 Offshore
Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(vi)), filed on
August 26, 2015.
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(d)(8)(vii)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CAAF Offshore
Fund Ltd., a subsidiary of Columbia Alternative Beta Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(vii)), filed on
August 26, 2015.
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(d)(9)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration
Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(9)), filed on May 30, 2014.
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(d)(10)
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Delegation Agreement dated March 7, 2012 between Dalton, Greiner, Hartman, Maher & Co. LLC, and Real Estate Management Services Group, LLC, is incorporated by reference to Post-Effective Amendment
No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on May 30, 2014.
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(d)(11)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC dated June 11, 2014, is incorporated by reference to Post-Effective Amendment No. 205 to
Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(11)), filed on August 28, 2014.
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(d)(12)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P. dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 196 to
Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(12)), filed on May 30, 2014.
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(d)(12)(i)
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Amendment No.1, dated March 9, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference
to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(14)(i)), filed on April 11, 2016.
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(d)(13)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp. dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 243 to
Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on October 26, 2015.
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(d)(14)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of
Active Portfolios
®
Multi-Manager Directional Alternatives Fund dated August 18, 2016, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on
September 30, 2016.
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(d)(15)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Analytic Investors, LLC, on behalf of
Active Portfolios
®
Multi-Manager
Directional Alternatives Fund dated October 3, 2016, is incorporated by reference to Post-Effective Amendment No. 277 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on October 3,
2016.
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(d)(16)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of
Active
Portfolios
®
Multi-Manager Growth Fund effective February 7, 2017, is filed herewith as Exhibit (d)(16) to Post-Effective Amendment No. 288 to Registration Statement
No. 2-99356 of the Registrant on Form N-1A.
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(d)(17)
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Management Agreement between Columbia Management Investment Advisers, LLC and CAAF Offshore Fund, Ltd., a subsidiary of Columbia Alternative Beta Fund, effective October 1, 2015, is incorporated by reference to
Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on September 28, 2015.
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(d)(18)
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Management Agreement between Columbia Management Investment Advisers, LLC and CDARF1 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by
reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on
Form N-1A
(Exhibit (d)(19)), filed on September 28, 2015.
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(d)(19)
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Management Agreement between Columbia Management Investment Advisers, LLC and CDARF2 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by
reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on
Form N-1A
(Exhibit (d)(20)), filed on September 28, 2015.
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(d)(20)
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Management Agreement between Columbia Management Investment Advisers, LLC and CDARF3 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by
reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on
Form N-1A
(Exhibit (d)(21)), filed on September 28, 2015.
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(d)(21)
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Management Agreement between Columbia Management Investment Advisers, LLC and ASGM Offshore Fund, Ltd., a subsidiary of
Active Portfolios
®
Multi-Manager
Alternatives Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on December 22, 2015.
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(d)(22)
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Management Agreement between Columbia Management Investment Advisers, LLC and ASMF Offshore Fund, Ltd., a subsidiary of
Active Portfolios
®
Multi-Manager
Alternatives Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on December 22, 2015.
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(e)(1)
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Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment
No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)), filed on April 11, 2016.
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(e)(1)(i)
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Restated Schedule I, dated August 17, 2016 and Schedule II, to Amended and Restated Distribution Agreement by and between the Registrant and Columbia Management Investment Distributors, Inc., dated March 1,
2016, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)(i)), filed on September 30, 2016.
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(e)(2)
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Form of Mutual Fund Sales Agreement is incorporated by reference to Post-Effective Amendment No. 63 to Registration Statement No. 2-72174 of RiverSource Bond Series, Inc. on Form N-1A (Exhibit (e)(2)), filed
on July 9, 2010.
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(f)
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Form of Deferred Compensation Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (f)), filed on
May 30, 2014.
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(g)(1)
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Second Amended and Restated Master Global Custody Agreement between certain Funds and JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 124 to
Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on April 29, 2011.
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(g)(2)
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Addendum to Master Global Custody Agreement (related to
Active Portfolios
®
Multi-Manager Alternatives Fund,
Active Portfolios
®
Multi-Manager Total Return Bond Fund,
Active Portfolios
®
-Multi-Manager Small Cap Equity Fund and
Active Portfolios
®
Multi-Manager Growth Fund), dated March 9, 2012, Addendum to Master Global Custody Agreement (related to Columbia Adaptive Risk Allocation Fund), dated June 11, 2012, and Addendum
to Master Global Custody Agreement (related to Columbia Diversified Real Return Fund), dated February 25, 2014, are incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant
on Form N-1A (Exhibit (g)(2)), filed on May 30, 2014.
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(g)(3)
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Addendum to Master Global Custody Agreement (related to Columbia Alternative Beta Fund and Columbia Diversified Absolute Return Fund), dated January 15, 2015, is incorporated by reference to Post-Effective
Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(3)), filed on February 27, 2015.
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(g)(4)
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Addendum to Master Global Custody Agreement (related to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund), dated March 18, 2015, is incorporated by reference to Post-Effective Amendment
No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(4)), filed on March 24, 2015.
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(g)(5)
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Side letter (related to the China Connect Service on behalf of Columbia Emerging Markets Fund, Columbia Greater China Fund and Columbia Pacific/Asia Fund), dated December 19, 2014, to the 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. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A
(Exhibit (g)(4)), filed on February 27, 2015.
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(g)(6)
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Addendum to Master Global Custody Agreement (related to
Active Portfolios
®
Multi-Manager Directional Alternatives Fund), is incorporated by reference to
Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(6)), filed on September 30, 2016.
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(h)(1)
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Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, is incorporated by reference to
Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(2)), filed on April 11, 2016.
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(h)(1)(i)
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Schedule A and Schedule B effective January 1, 2017, to the Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp.,
dated March 1, 2016, are filed herewith as Exhibit (h)(1)(i) to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
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(h)(2)
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Form of Indemnification Agreement is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(6)), filed on March 24,
2006.
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(h)(3)
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Amended and Restated Plan Administration Services Agreement, dated as of September 7, 2010, amended and restated November 1, 2012, by and among the Registrant, Columbia Funds Series Trust and Columbia
Management Investment Services Corp, is incorporated by reference to Post-Effective Amendment No. 165 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(13)), filed on November 7, 2012.
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(h)(3)(i)
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Exhibit A, Exhibit B and Exhibit C, effective May 1, 2016, to the Amended and Restated Plan Administration Services Agreement among Columbia Management Investment Services Corp., the Registrant and Columbia Funds
Series Trust, dated as of September 7, 2010, are incorporated by reference to Post-Effective Amendment No. 257 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(3)(i)), filed on April 27, 2016.
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(h)(4)
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Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management
Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 264 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(4)),
filed on June 29, 2016.
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(h)(4)(i)
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Restated Schedule A, effective October 25, 2016, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia
Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 285 to the Registration Statement
No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(4)(i)), filed on December 23, 2016.
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(h)(5)
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Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 175 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit
(h)(8)), filed on May 30, 2013.
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(h)(6)
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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 Columbia Funds Variable Series
Trust II on
Form N-1A
(Exhibit (h)(9)), filed on April 29, 2011.
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(h)(7)
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Agreement and Plan of Reorganization, dated December 17, 2015, is incorporated by reference to Registration Statement No. 333-208706 of Columbia Funds Series Trust on Form N-14 (Exhibit (4)), filed on
December 22, 2015.
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(h)(8)
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Amended and Restated Credit Agreement, as of December 9, 2014, is incorporated by reference to Post-Effective Amendment No. 225 to Registration Statement No. 2-99356 of the Registrant on Form N-1A
(Exhibit (h)(14)), filed on April 16, 2015.
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(h)(8)(i)
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Restated Credit Agreement, as of December 8, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit
(h)(9)(i)), filed on April 11, 2016.
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(i)(1)
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Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)), filed on
September 16, 2005.
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(i)(2)
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Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(2)), filed on
January 16, 2008.
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(i)(3)
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Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 81 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(3)), filed on
November 25, 2008.
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(i)(4)
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Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 95 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(4)), filed on
November 20, 2009.
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(i)(5)
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Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 143 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(5)), filed on
March 14, 2012.
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(i)(6)
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Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Adaptive Risk Allocation Fund, is incorporated by reference to Post-Effective Amendment No. 153 to Registration Statement No. 2-99356
of the Registrant on Form N-1A (Exhibit (I)(6)), filed on June 15, 2012.
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(i)(7)
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Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Diversified Real Return Fund, is incorporated by reference to Post-Effective Amendment No. 190 to Registration Statement No. 2-99356 of
the Registrant on Form N-1A (Exhibit (i)(7)), filed on March 10, 2014.
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(i)(8)
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Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Alternative Beta Fund and Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 219 to
Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (j)(8)), filed on January 27, 2015.
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(i)(9)
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Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund is incorporated by reference to Post-Effective Amendment No. 223 to Registration
Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(9)), filed on March 24, 2015.
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(i)(10)
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Opinion of Counsel of Ropes & Gray LLP, with respect to
Active Portfolios
®
Multi-Manager Directional Alternatives Fund, is incorporated by
reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(10)), filed on September 30, 2016.
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(j)(1)
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Consent of Morningstar, Inc., is incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (11)(b)), filed on August 30,
1996.
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(j)(2)
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Consents of PricewaterhouseCoopers LLP: Not Applicable.
|
|
(k)
|
Omitted Financial Statements: Not Applicable.
|
|
(l)
|
Initial Capital Agreement: Not Applicable.
|
|
(m)(1)
|
Amended and Restated Distribution Plan, as of August 17, 2016, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A
(Exhibit (m)(1)), filed on September 30, 2016.
|
|
(m)(2)
|
Amended and Restated Shareholder Servicing Plan, as of August 17, 2016, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 282 to Registration
Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on November 23, 2016.
|
|
(m)(3)
|
Amended and Restated Shareholder Services Plan for Registrant’s Class T shares is incorporated by reference to Post-Effective Amendment No. 113 to Registration Statement No. 2-99356 of the Registrant on
Form N-1A (Exhibit (m)(3)), filed on November 24, 2010.
|
|
(m)(4)
|
Restated Schedule I, effective October 1, 2014, to Shareholder Servicing Plan Implementation Agreement for Registrant’s Class T shares between the Registrant and Columbia Management Investment Distributors,
Inc., is incorporated by reference to Post-Effective Amendment No. 207 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(5)), filed on September 26, 2014.
|
|
(m)(5)
|
Shareholder Servicing Plan Implementation Agreement for certain Fund share classes of the Registrant between the Registrant, Columbia Funds Series Trust, Columbia Funds Series Trust II and Columbia Management Investment
Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 113 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on November 24, 2010.
|
|
(m)(6)
|
Restated Schedule I, effective August 17, 2016, to Shareholder Servicing Plan Implementation Agreement is incorporated by reference to Post-Effective Amendment No. 282 to Registration Statement
No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(6)), filed on November 23, 2016.
|
|
(n)
|
Rule 18f – 3 Multi-Class Plan, amended and restated as of January 1, 2017, is incorporated by reference to Post-Effective Amendment No. 285 to the Registration Statement No. 2-99356 of the Registrant
on Form N-1A (Exhibit (n)), filed on December 23, 2016.
|
|
(p)(1)
|
Code of Ethics of Columbia Atlantic Board Funds, effective February 2016, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A
(Exhibit (p)(1)), filed on April 11, 2016.
|
|
(p)(2)
|
Ameriprise Global Asset Management Personal Trading Account Dealing and Code of Ethics Policy, effective December 15, 2016, is filed herewith as Exhibit (p)(2) to Post-Effective Amendment No. 288 to
Registration Statement No. 2-99356 of the Registrant on Form N-1A.
|
|
(p)(3)
|
Code of Ethics of AQR Capital Management, LLC (a subadviser of
Active Portfolios
®
Multi-Manager Alternatives Fund and
Active Portfolios
®
Multi-Manager Directional Alternatives Fund ), effective February 2016, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the
Registrant on Form N-1A (Exhibit (p)(3)), filed on September 30, 2016.
|
|
(p)(4)
|
Code of Ethics of Dalton, Greiner, Hartman, Maher & Co., LLC (a subadviser of
Active Portfolios
®
Multi-Manager Small Cap Equity Fund), dated
November 24, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(4)), filed on April 11, 2016.
|
|
(p)(5)
|
Code of Ethics and Standards of Business Conduct of EAM Investors, LLC (a subadviser of
Active Portfolios
®
Multi-Manager Small Cap Equity Fund), effective
June 25, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(5)), filed on April 11, 2016.
|
|
(p)(6)
|
Code of Ethics of Prudential Financial (for PGIM, Inc., a subadviser of
Active Portfolios
®
Multi-Manager Total Return Bond Fund), dated January 11,
2016, is incorporated by reference to Post-Effective Amendment No. 259 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(6)), filed on May 16, 2016.
|
|
(p)(7)
|
Code of Ethics of TCW Investment Management Company LLC (a subadviser of
Active Portfolios
®
Multi-Manager Total Return Bond Fund (formerly known as
Active Portfolios
®
Multi-Manager Core Plus Bond Fund)), dated October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement
No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(7)), filed on April 11, 2016.
|
|
(p)(8)
|
Code of Ethics of Water Island Capital, LLC (a subadviser of
Active Portfolios
®
Multi-Manager Alternatives Fund), effective September 1, 2015, is
incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(9)), filed on April 11, 2016.
|
|
(p)(9)
|
Code of Ethics of Real Estate Management Services Group, LLC. (provides advisory services as delegated by Dalton, Greiner, Hartman, Maher & Co., LLC, a subadviser of
Active Portfolios
®
Multi-Manager Small Cap Equity Fund), dated July 1, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the
Registrant on Form N-1A (Exhibit (p)(10)), filed on April 11, 2016.
|
|
(p)(10)
|
Code of Ethics of Conestoga Capital Advisors, LLC (a subadviser of
Active Portfolios
®
Multi-Manager Small Cap Equity Fund), dated January 1, 2016, is
incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(11)), filed on April 11, 2016.
|
|
(p)(11)
|
Code of Ethics of Loomis, Sayles and Company, L.P. (subadviser of
Active Portfolios
®
Multi-Manager Growth Fund and
Active Portfolios
®
Multi-Manager Total Return Bond Fund (formerly known as
Active Portfolios
®
Multi-Manager Core Plus Bond Fund)), effective
January 14, 2000, as amended September 30, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on
Form N-1A
(Exhibit (p)(12)), filed on April 11, 2016.
|
|
(p)(12)
|
Code of Ethics of BMO Asset Management Corp. (a subadviser of
Active Portfolios
®
Multi-Manager Small Cap Equity Fund), effective June 4, 2015, is
incorporated by reference to Post-Effective Amendment No. 243 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(13)), filed on October 26, 2015.
|
|
(p)(13)
|
Code of Ethics of Boston Partners (a subadviser of
Active Portfolios
®
Multi-Manager Directional Alternatives Fund ), effective March 1, 2016, is
incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(14)), filed on September 30, 2016.
|
|
(p)(14)
|
Code of Ethics of Wells Capital Management, Inc. (for Analytic Investors, LLC, a subadviser of
Active Portfolios
®
Multi-Manager Directional Alternatives
Fund), effective September 30, 2016, is incorporated by reference to Post-Effective Amendment No. 278 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(15)), filed on October 5, 2016.
|
|
(p)(15)
|
Code of Ethics of Los Angeles Capital Management and Equity Research, Inc., (a subadviser of
Active Portfolios
®
Multi-Manager Growth Fund), effective
December 30, 2016, is filed herewith as Exhibit (p)(15) to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
|
|
(q)(1)
|
Trustees Power of Attorney, dated January 26, 2016, is incorporated by reference to Post-Effective Amendment No. 251 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)),
filed on February 12, 2016.
|
|
(q)(2)
|
Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form
N-1A (Exhibit (q)(7)), filed on February 27, 2015.
|
|
(q)(3)
|
Power of Attorney for Michael G. Clarke, dated May 23, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit
(q)(3)), filed on May 27, 2016.
|
|
(q)(4)
|
Power of Attorney for Amy K. Johnson, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit
(q)(4)), filed on May 27, 2016.
|
|
(q)(5)
|
Power of Attorney for Anthony P. Haugen, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit
(q)(5)), filed on May 27, 2016.
|
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 Five of the Bylaws
of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a
shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any
investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which
Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) under specified circumstances, all as more
fully set forth in the Registrant’s Bylaws, which have been filed as an exhibit to this 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 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. In accordance with
Section 17(h) of the 1940 Act, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved
in the conduct of the Covered Person’s office.
Pursuant to the Distribution Agreement, Columbia Management Investment 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 (the Investment Manager), the
Registrant’s investment adviser, or the 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.
|
|
(a)
|
The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory services for the Registrant and certain other clients. Information regarding the business of the Investment
Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrant’s portfolios and is incorporated herein by reference. Information about the business of the Investment Manager and
the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment Manager (formerly, RiverSource Investments, LLC) 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 the Investment Manager, certain directors and officers of the Investment Manager also hold various positions with, and engage in business for,
Ameriprise Financial, Inc. or its other subsidiaries.
|
|
|
(b)
|
Analytic Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Analytic Investors, LLC and certain of its officers is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Analytic Investors, LLC and is incorporated herein by reference. Information about the business of Analytic Investors, LLC and the directors and
principal executive officers of Analytic Investors, LLC is also included in the Form ADV filed by Analytic Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-7082), which is incorporated herein by
reference.
|
|
|
(c)
|
AQR Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of AQR Capital Management, LLC and certain of its officers is set
forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by AQR Capital Management, LLC and is incorporated herein by reference. Information about the business of AQR Capital Management, LLC
and the directors and principal executive officers of AQR Capital Management, LLC is also included in the Form ADV filed by AQR Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-55543), which is
incorporated herein by reference.
|
|
|
(d)
|
Boston Partners Global Investors, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Boston Partners Global Investors, Inc. and certain of
its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Boston Partners Global Investors, Inc. and is incorporated herein by reference. Information about the business
of Boston Partners Global Investors, Inc. and the directors and principal executive officers of Boston Partners Global Investors, Inc. is also included in the Form ADV filed by Boston Partners Global Investors, Inc. with the SEC pursuant to the
Investment Advisers Act of 1940 (File No. 801-61786), which is incorporated herein by reference.
|
|
|
(e)
|
BMO Asset Management Corp. performs investment management services for the Registrant and certain other clients. Information regarding the business of BMO Asset Management Corp. and certain of its officers is set forth
in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by BMO Asset Management Corp. and is incorporated herein by reference. Information about the business of BMO Asset Management Corp. and the
directors and principal executive officers of BMO Asset Management Corp. is also included in the Form ADV filed by BMO Asset Management Corp. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-35533), which is
incorporated herein by reference.
|
|
|
(f)
|
Conestoga Capital Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Conestoga Capital Advisors, LLC and certain of its officers is
set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Conestoga Capital Advisors, LLC and is incorporated herein by reference. Information about the business of Conestoga Capital
Advisors, LLC and the directors and principal executive officers of Conestoga Capital Advisors, LLC is also included in the Form ADV filed by Conestoga Capital Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-60133), which is incorporated herein by reference.
|
|
|
(g)
|
Dalton, Greiner, Hartman, Maher & Co., LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Dalton, Greiner, Hartman, Maher &
Co., LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Dalton, Greiner, Hartman, Maher & Co., LLC and is incorporated herein by
reference. Information about the business of Dalton, Greiner, Hartman, Maher & Co., LLC and the directors and principal executive officers of Dalton, Greiner, Hartman, Maher & Co., LLC is also included in the Form ADV filed by
Dalton, Greiner, Hartman, Maher & Co., LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-62895), which is incorporated herein by reference.
|
|
|
(h)
|
EAM Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of EAM Investors, LLC and certain of its officers is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by EAM Investors, LLC and is incorporated herein by reference. Information about the business of EAM Investors, LLC and the directors and principal
executive officers of EAM Investors, LLC is also included in the Form ADV filed by EAM Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-70305), which is incorporated herein by reference.
|
|
|
(i)
|
Loomis, Sayles and Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Loomis, Sayles and Company, L.P. and certain of its officers
is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Loomis, Sayles and Company, L.P. and is incorporated herein by reference. Information about the business of Loomis, Sayles
and Company, L.P. and the directors and principal executive officers of Loomis, Sayles and Company, L.P. is also included in the Form ADV filed by Loomis, Sayles and Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-170), which is incorporated herein by reference.
|
|
|
(j)
|
Los Angeles Capital Management and Equity Research, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Los Angeles Capital Management and
Equity Research, Inc. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Los Angeles Capital Management and Equity Research, Inc. and is
incorporated herein by reference. Information about the business of Los Angeles Capital Management and Equity Research, Inc. and the directors and principal executive officers of Los Angeles Capital Management and Equity Research, Inc. is also
included in the Form ADV filed by Los Angeles Capital Management and Equity Research, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60934), which is incorporated herein by reference.
|
|
|
(k)
|
PGIM, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of PGIM, Inc. and certain of its officers is set forth in the Prospectuses and
Statement of Additional Information of the Registrant’s portfolio(s) subadvised by PGIM, Inc. and is incorporated herein by reference. Information about the business of PGIM, Inc. and the directors and principal executive officers of PGIM, Inc.
is also included in the Form ADV filed by PGIM, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-22808), which is incorporated herein by reference.
|
|
|
(l)
|
TCW Investment Management Company LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company LLC and certain of its
officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by TCW Investment Management Company LLC and is incorporated herein by reference. Information about the business of
TCW Investment Management Company LLC and the directors and principal executive officers of TCW Investment Management Company LLC is also included in the Form ADV filed by TCW Investment Management Company LLC with the SEC pursuant to the Investment
Advisers Act of 1940 (File No. 801-29075), which is incorporated herein by reference.
|
|
|
(m)
|
Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited and certain of its
officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) 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.
|
|
|
(n)
|
Water Island Capital, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Water Island Capital, LLC and certain of its officers is set forth in
the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Water Island Capital, LLC and is incorporated herein by reference. Information about the business of Water Island Capital, LLC and the
directors and principal executive officers of Water Island Capital, LLC is also included in the Form ADV filed by Water Island Capital, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-57341), 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 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
|
|
|
|
|
|
Joseph Kringdon
|
|
President and Head of Intermediary Distribution
|
|
None
|
|
|
|
|
|
Jeffrey F. Peters
|
|
Managing Director and Head of Global Institutional Distribution
|
|
None
|
|
|
|
|
|
Jeffrey J. Scherman
|
|
Chief Financial Officer
|
|
None
|
|
|
|
|
|
Scott R. Plummer
|
|
Senior Vice President, Head of Global Asset Management Legal and Assistant Secretary
|
|
None
|
|
|
|
|
|
Michael E. DeFao
|
|
Vice President, Chief Legal Officer and Assistant Secretary
|
|
Vice President and Assistant Secretary
|
|
|
|
|
|
Stephen O. Buff
|
|
Vice President, Chief Compliance Officer
|
|
None
|
|
|
|
|
|
Paulo Botelho
|
|
Vice President – Investor and Intermediary Services
|
|
None
|
|
|
|
|
|
Joe Feloney
|
|
Vice President – National Sales Manager – U.S. Trust/Private Wealth Management
|
|
None
|
|
|
|
|
|
Thomas A. Jones
|
|
Vice President and Head of Strategic Relations
|
|
None
|
|
|
|
|
|
Gary Rawdon
|
|
Vice President – Sales Governance and Administration
|
|
None
|
|
|
|
|
|
Leslie A. Walstrom
|
|
Vice President and U.S. Head of Marketing
|
|
None
|
|
|
|
|
|
Thomas R. Moore
|
|
Secretary
|
|
None
|
|
|
|
|
|
Paul B. Goucher
|
|
Vice President and Assistant Secretary
|
|
Senior Vice President,
Chief Legal
Officer
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
|
|
Vice President and Secretary
|
|
|
|
|
|
Joseph L. D’Alessandro
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
|
|
|
|
Christopher O. Petersen
|
|
Vice President and Assistant Secretary
|
|
President and Principal Executive Officer
|
|
|
|
|
|
Eric T. Brandt
|
|
Vice President and Assistant Secretary
|
|
None
|
|
|
|
|
|
Shweta J. Jhanji
|
|
Treasurer
|
|
None
|
|
|
|
|
|
Michael Tempesta
|
|
Anti-Money Laundering Officer and Identity Theft Prevention Officer
|
|
None
|
|
|
|
|
|
Kevin Wasp
|
|
Ombudsman
|
|
None
|
|
|
|
|
|
Kristin Weisser
|
|
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
Person maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules
thereunder include:
|
|
•
|
|
Registrant, 225 Franklin Street, Boston, MA 02110;
|
|
|
•
|
|
Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110;
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•
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Registrant’s subadviser, Analytic Investors, LLC, 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013;
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•
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Registrant’s subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830;
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•
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Registrant’s subadviser, Boston Partners Global Investors, Inc., 909 Third Avenue, New York, NY 10022;
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•
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Registrant’s subadviser, BMO Asset Management, Corp., 115 South LaSalle Street, 11
th
Floor, Chicago, IL, 60603;
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•
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Registrant’s subadviser, Conestoga Capital Advisors, LLC, 550 East Swedesford Road, Suite 120, Wayne, PA 19087;
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•
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Registrant’s subadviser, Dalton, Greiner, Hartman, Maher & Co., 565 Fifth Avenue, Suite 2101, New York, NY 10017;
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•
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Registrant’s subadviser, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, CA 92007;
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•
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Registrant’s subadviser, Loomis, Sayles and Company, L.P., One Financial Center, Boston, MA 02111;
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•
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Registrant’s subadviser, Los Angeles Capital Management and Equity Research, Inc., 1150 Santa Monica Blvd., Suite 200, Los Angeles, CA 90025;
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•
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Registrant’s subadviser, PGIM, Inc./Prudential Financial, Inc., 655 Broad Street, Newark, NJ 07102;
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•
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Registrant’s subadviser, TCW Investment Management Company LLC, 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017;
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•
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Registrant’s subadviser, Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom;
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•
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Registrant’s subadviser, Water Island Capital, LLC, 41 Madison Avenue, 42nd floor, New York, NY 10010;
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•
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Registrant’s provider of advisory service as delegated by DGHM, Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, FL 34102;
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•
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Registrant’s former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110;
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•
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Registrant’s former subadviser, Federated Investment Management Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779;
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•
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Registrant’s former subadviser, Nordea Investment Management North America, Inc., 437 Madison Avenue, New York, NY 10022;
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•
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Registrant’s former subadviser, RS Investment Management Co. LLC, 388 Market Street, Suite 1700, San Francisco, CA 94111;
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•
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Registrant’s former subadviser, Wasatch Advisors Inc, 505 Wakara Way, 3
rd
Floor, Salt Lake City, UT 84108;
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•
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Registrant’s principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA, 02110;
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•
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Registrant’s transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA, 02110;
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•
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Registrant’s custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19
th
Floor, New York, NY 10005; and
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•
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Registrant’s former custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111.
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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 SERIES TRUST I, has duly caused this Amendment to its Registration Statement to be signed on its behalf by
the undersigned, duly authorized, in the City of Minneapolis, and The State of Minnesota on the 7th day of February, 2017.
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COLUMBIA FUNDS SERIES TRUST I
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By:
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/s/ Christopher O. Petersen
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Christopher O. Petersen
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President
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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 7th day of February, 2017.
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Signature
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Capacity
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Signature
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Capacity
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/s/ Christopher O. Petersen
Christopher
O. Petersen
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President
(Principal Executive
Officer)
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/s/ Charles R. Nelson*
Charles R. Nelson
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Trustee
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/s/ Michael G. Clarke*
Michael G. Clarke
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Chief Financial Officer
(Principal Financial
Officer)
Chief Accounting Officer
(Principal Accounting
Officer)
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/s/ John J. Neuhauser*
John J. Neuhauser
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Trustee
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/s/ Douglas A. Hacker*
Douglas A. Hacker
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Chair of the Board
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/s/ Patrick J. Simpson*
Patrick J. Simpson
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Trustee
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/s/ Janet L. Carrig*
Janet L. Carrig
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Trustee
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/s/ William F. Truscott*
William F. Truscott
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Trustee
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/s/ Nancy T. Lukitsh*
Nancy T. Lukitsh
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Trustee
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/s/ Anne-Lee Verville*
Anne-Lee Verville
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Trustee
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/s/ David M. Moffett*
David M. Moffett
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Trustee
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*
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By:
|
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/s/ Joseph D’ Alessandro
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Name:
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Joseph D’ Alessandro**
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Attorney-in-fact
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**
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Executed by Joseph D’ Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated May 23, 2016 and incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No.
2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed with the Commission on May 27, 2016, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 26, 2016, and incorporated by reference to
Post-Effective Amendment No. 251 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 12, 2016.
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Exhibit Index
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(d)(16)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of
Active Portfolios
®
Multi-Manager Growth Fund effective February 7, 2017
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(h)(1)(i)
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Schedule A and Schedule B effective January 1, 2017, to the Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated
March 1, 2016
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(p)(2)
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Ameriprise Global Asset Management Personal Trading Account Dealing and Code of Ethics Policy, effective December 15, 2016
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(p)(15)
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Code of Ethics of Los Angeles Capital Management and Equity Research, Inc., effective December 31, 2016
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SUBADVISORY AGREEMENT
Agreement made as of the 25th day of January, 2017 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability
company (“Investment Manager”), and Los Angeles Capital Management and Equity Research, Inc., a California corporation (“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 a Management 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 February 7, 2017.
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)
|
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, although Investment Manager may consult with Subadviser from time to time regarding the filing of claims in class action settlements.
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1
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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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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)
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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)
|
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
|
3
| Page
|
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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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|
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(c)
|
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)
|
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)
|
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
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4
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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)(a) that is disclosed in the course of a regulatory examination or
(b) 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)
|
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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5
| Page
|
2.
|
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 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.
|
|
3.
|
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.
|
|
4.
|
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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6
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5.
|
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.
|
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.
|
6.
|
Representations of Subadviser
. Subadviser represents and warrants as follows:
|
|
|
(a)
|
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
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7
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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 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)
|
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)
|
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.
|
Representations of Investment Manager
. Investment Manager represents and warrants as follows:
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(a)
|
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)
|
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)
|
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)
|
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 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
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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 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)
|
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 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)
|
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
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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 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)
|
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
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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 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, 20 and 21 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 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.
|
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:
Chief Executive Officer
Los
Angeles Capital Management and Equity Research, Inc.
11150 Santa Monica Blvd, Suite 200
Los Angeles, CA 90025
Tel:
(310) 479-9998
Fax: (310) 479-9930
with a copy to:
General
Counsel
Los Angeles Capital Management and Equity Research, Inc.
11150 Santa Monica Blvd, Suite 200
Los Angeles, CA 90025
Tel:
(310) 479-9998
Fax: (310) 479-9930
In the case of Investment Manager:
Paul Mikelson
Vice President,
Subadvised Strategies
Columbia Threadneedle Investments
707 2
nd
Ave. S, Routing: H17 435
Minneapolis, MN 55402
Tel:
(612) 671-4452
Fax: (612) 671-0618
with a copy to:
Christopher O.
Petersen
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
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.
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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.
|
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 1940 Act, 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. The Investment Manager and Subadviser hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in
connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought exclusively in the state of federal courts of the Commonwealth of Massachusetts.
The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and
any claim that such proceeding brought in such a court has been brought in an inconvenient forum.
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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
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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.
|
No Third-Party Beneficiaries
. The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries
to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in
respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to,
(i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation
on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.
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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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Los Angeles Capital Management and Equity Research, Inc.
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By:
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/s/ David Weiss
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By:
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/s/ Hal W. Reynolds
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Signature
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Signature
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Name:
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David Weiss
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Name:
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Hal W. Reynolds
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Printed
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Printed
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Title:
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Vice President and Assistant Secretary
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Title:
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Chief Investment Officer
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SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED
DATA]
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SCHEDULE A
Effective January 1, 2017
Columbia Funds Series Trust I
Active Portfolios
®
Multi-Manager Alternatives Fund
Active
Portfolios
®
Multi-Manager Directional Alternatives Fund
Active Portfolios
®
Multi-Manager Growth Fund
Active Portfolios
Multi-Manager Small Cap Equity Fund
Active Portfolios
®
Multi-Manager Total Return Bond Fund
Columbia Adaptive Risk Allocation Fund
Columbia Alternative Beta
Fund
Columbia AMT-Free Connecticut Intermediate Muni Bond Fund
Columbia AMT-Free Intermediate Muni Bond Fund
Columbia AMT-Free
Massachusetts Intermediate Muni Bond Fund
Columbia AMT-Free New York Intermediate Muni Bond Fund
Columbia AMT-Free Oregon Intermediate Muni Bond Fund
CMG Ultra
Short Term Bond Fund
Columbia Balanced Fund
Columbia Bond
Fund
Columbia California Tax-Exempt Fund
Columbia
Contrarian Core Fund
Columbia Corporate Income Fund
Columbia Diversified Absolute Return Fund
Columbia Diversified
Real Return Fund
Columbia Dividend Income Fund
Columbia
Emerging Markets Fund
Columbia Global Dividend Opportunity Fund
Columbia Global Energy and Natural Resources Fund
Columbia
Global Technology Growth Fund
Columbia Greater China Fund
Columbia High Yield Municipal Fund
Columbia Large Cap Growth
Fund
Columbia Mid Cap Growth Fund
Columbia Multi-Asset
Income Fund
Columbia New York Tax-Exempt Fund
Columbia
Pacific/Asia Fund
Columbia Real Estate Equity Fund
Columbia
Select Large Cap Growth Fund
Columbia Small Cap Core Fund
Columbia Small Cap Growth Fund I
Columbia Small Cap Value Fund I
Columbia Strategic Income Fund
Columbia Tax-Exempt Fund
Columbia Total Return Bond Fund
Columbia U.S. Social Bond
Fund
Columbia U.S. Treasury Index Fund
SCHEDULE B
Effective January 1, 2017
Payments
under the Agreement are payable to CMISC monthly.
Transfer agency costs are calculated separately for each of (i) Class I and Y shares,
(ii) Class K and R5 shares, and (iii) all other classes of shares.
Each Fund shall pay to CMISC for the services to be provided by CMISC under
the Agreement an amount equal to the sum of the following:
(a) (i)
Base transfer agency fee paid monthly of:
1. an annual fee of $38.55 per account for accounts established directly with the Fund (direct
accounts) and accounts established or maintained pursuant to the National Securities Clearing Corporation’s networking system (network accounts); and; and
2. an annual rate of 0.0104% of the average daily value of accounts of intermediaries established with the Fund through CMISC that represents
the combined holdings of, and transactions in, Fund shares of one or more clients of the intermediary (omnibus accounts); PLUS
(ii) The
Fund’s Allocated Share of CMISC Reimbursable Out-of-Pocket Expenses (allocated among the Fund’s classes based on the number of open accounts); PLUS
(iii) Sub-transfer agency fees (generally intended to offset amounts paid by CMISC to intermediaries for services they provide), subject to the
limits set forth below
1.
For all classes other than Class I, K, R5 or Y:
the amount charged by an intermediary up to the
following sub-transfer agency fee limits, which vary among distribution channels as follows:
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Distribution Channel
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Sub-Transfer Agency Fee Limit
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Retirement Channel – Retirement accounts, including accounts of retirement plans qualified under sections 401(a), 401(k), 457 or 403(b) of the Internal Revenue Code of 1986, as amended (the Code), non-qualified deferred
compensation plans governed by section 409A of the Code and individual retirement plans (Retirement Channel Accounts)
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(i) 0.25% of Fund assets in Retirement Channel Accounts held by intermediaries charging an asset-based fee and (ii) $20 per Retirement Channel Account held by intermediaries charging a per account fee
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Supermarket Transaction Fee (TF) Channel – Accounts in mutual fund platforms of the type commonly referred to as “fund supermarkets” that charge participants a transaction fee (Supermarket TF Accounts)
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(i) 0.12% of Fund assets in Supermarket TF Accounts held by intermediaries charging an asset-based fee and (ii) $20 per Supermarket TF Account held by intermediaries charging a per account fee
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Supermarket No-Transaction Fee (NTF) Channel – Accounts in mutual fund platforms of the type commonly referred to as “fund supermarkets” that do not charge participants a transaction fee (Supermarket NTF
Accounts)
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0.25% of Fund assets held in Supermarket NTF Accounts
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Private Bank Channel – Accounts maintained by banks offering financial and banking services to high net worth clients (commonly referred to as private bank accounts) (Private Bank Accounts)
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0.20% of Fund assets held in Private Bank
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Section 529 Plan Assets – Accounts of portfolios of college saving plans authorized under section 529 of the Code (commonly referred to as Section 529 plans) (529 Plan Accounts)
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0.17% on Fund assets held in 529 Plan Accounts
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Broker-Dealer Channel – Intermediaries acting as broker-dealers (not covered by the channels described above), including independent, regional and wirehouses firms not described above (B/D Accounts)
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(i) 0.15% of Fund assets held in B/D Accounts held by intermediaries charging an asset-based fee and (ii) $20 per B/D Account held by intermediaries charging a per account fee (except for B/D Accounts held by an intermediary
and/or its affiliates under arrangements existing prior to October 1, 2016, under which $21 or more is charged per account, for which the limit is $21 per B/D Account)
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The sub-transfer agency fee limit is applied by intermediary, by Fund and by share class and not in the
aggregate by distribution channel. For avoidance of doubt, per account limits applicable to certain Retirement Accounts, Supermarket TF Accounts and B/D Accounts are applied at the level of the underlying accounts serviced by the intermediary, not
at the level of the omnibus account maintained by CMISC.
2.
For Class K and Class R5 shares:
at an annual rate of 0.05% of the
average aggregate value of the Fund’s shares maintained in omnibus accounts (subject to paragraph (b) below).
3.
For Class I
and Class Y Shares:
Class I and Class Y shares do not pay sub-transfer agency fees set forth in paragraph (a)(iii).
(b) For Class K
and Class R5 shares, the annual rate for the fees set forth in paragraphs (a)(i) – (a)(iii)(2) shall not exceed 0.075%.
(c) For Class
I and Class Y shares, the annual rate for the fees set forth in paragraphs (a)(i) – (a)(ii) shall not exceed 0.025%.
In addition, CMISC shall be
entitled to retain as additional compensation for its services all CMISC revenues for fees for wire, telephone, and redemption orders, IRA trustee agent fees and account transcripts due CMISC from shareholders of the Fund and interest (net of bank
charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement. All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds’
independent accountants.
Definitions
“
Allocated Share
” for any month means that percentage of CMISC Reimbursable Out-of-Pocket Expenses which would be allocated to
a Fund for such month in accordance with the methodology described below under the heading “Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses.”
“
CMISC Reimbursable Out-of-Pocket Expenses
” means (i) networking account fees paid to dealer firms by CMISC on
shareholder accounts established or maintained pursuant to the National Securities Clearing Corporation’s networking system, subject to a maximum annual rate of up to 0.20% of the month end value of the Fund’s shares maintained in
networked accounts of each dealer firm, and (ii) out-of-pocket expenses incurred on behalf of the Funds by CMISC for stationery, forms, postage and similar items and those expenses identified as “Out-of-Pocket Expenses” below.
“
Out-of-Pocket Expenses
” also include, but are not limited to, the following items:
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*
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Printing, storage and programming costs associated with, but not limited to envelopes, checks, confirmations and stationery
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*
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Postage bulk, pre-sort, ZIP+4, barcoding, first class
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*
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Telephone and telecommunication costs, including all lease, maintenance and line costs
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*
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Proxy solicitations, mailings and tabulations
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*
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Daily & Distributions advice mailings
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*
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Implementing, monitoring or processing any Stop Orders
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*
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Shipping, Certified and Overnight mail and insurance
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*
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Year-end forms and mailings
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*
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National Securities Clearing Corporation charges related to fund transactions
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*
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Record retention costs including but not limited to the storage, movement, destruction, retrieval and handling charges
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*
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Data processing and storage for anti-market timing omnibus monitoring
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Creation and maintenance of on-line records including reports, shareholder and dealer statements, year-end forms, and regulatory mailings
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Third party quality control assessments
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Compliance items including, but not limited to, lost shareholder review, lost certificate filings and compliance programs
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Electronic website linkages to third party account management applications
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*
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Regulatory mailings inclusive of costs related to electronic delivery of such documents.
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*
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At the request, or with the consent of the Trust, such other miscellaneous expenses reasonably incurred by CMISC in performing its duties and responsibilities under this
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The Funds agree that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with
CMISC. In addition, the Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused the forgoing Schedule A and Schedule B to be duly executed as
of January 1, 2017.
COLUMBIA FUNDS SERIES TRUST I,
on behalf of their respective series listed on Schedule A
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By:
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/s/ Christopher O. Petersen
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Name: Christopher O. Petersen
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Title: President
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COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
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By:
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/s/ Lyn Kephart-Strong
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Name: Lyn Kephart-Strong
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Title: President
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December 15, 2016
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Global Asset Management – Personal Account Dealing/Code of Ethics Policy
AMERIPRISE GLOBAL ASSET MANAGEMENT
PERSONAL ACCOUNT DEALING AND
CODE
OF ETHICS POLICY
Entities that have adopted – See Appendix A
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December 15, 2016
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Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Table of Contents
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Introduction – Standards of Business Conduct
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3
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A.
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General Principles – Required Standard of Business Conduct
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3
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B.
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Duty Owed to Clients
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3
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C.
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Conflicts of Interest – Prevention and Management
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4
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D.
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Additional Standards of Conduct and Regulatory Requirements
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4
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E.
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Reporting of Potential Code of Ethics or other Compliance Violations/Breaches
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5
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F.
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Non-Compliance with the Policy
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5
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Applicability of Policy and General Requirements For all Covered Persons
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5
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A.
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Applicability and Scope of the Policy
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5
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B.
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Insider Dealing Restrictions – Misuse of Material Nonpublic Information
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6
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C.
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Notification of Brokerage Accounts and Holding Brokerage Accounts at Designated Broker-Dealers
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7
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Specific Personal Trading Restrictions For all Covered Persons
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7
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A.
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Client Conflict – Prohibition on “Front Running”
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7
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B.
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Prior Approval (Pre-Clearance) of Personal Security Transactions
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7
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C.
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Short-Term Trading Prohibition (30 Day Holding Period)
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8
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D.
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Initial Public Offerings (“IPOs”) and Limited Offerings
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9
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E.
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Participation in Investment Clubs
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9
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F.
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Derivatives
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9
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G.
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Frequent and Unusual Trading Activity
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9
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Additional Trading Restrictions for Investment Employees
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10
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A.
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Rules Applicable to Portfolio Managers and other Designated Covered Persons
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10
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14 Day Blackout Period
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10
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B.
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Rules Applicable to Research Analysts
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10
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C.
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Rules Applicable to Trading Personnel
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10
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3 Day Blackout Period
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10
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Reporting and Administration Requirements
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11
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A.
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Reporting Requirements
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11
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B.
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Confidentiality
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11
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C.
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Certification of Compliance with and Annual Review of Policy
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11
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D.
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Resources
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12
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E.
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Recordkeeping Requirements
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12
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Appendix A – Entities that have adopted Global Policy
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13
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Appendix B – Other Policies Applicable to Covered Persons
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14
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Appendix C – Compliance and Reporting Resources
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15
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Appendix D – Individual Securities Requirements
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16
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Appendix E – Covered Funds List
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17
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Appendix F – Options/Shorting Trading Guidelines
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18
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Appendix G – Limited Choice Policy
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19
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2
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December 15, 2016
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Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Introduction – Standards of Business Conduct
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A.
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General Principles – Required Standard of Business Conduct
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The conduct of personal
dealings in investments by Covered Persons (refer to Section A: Applicability of Policy and Scope of Policy for definition of Covered Persons) employed by or affiliated with the Ameriprise Global Asset Management Entities
1
(the “Firms”) is a matter of the utmost importance to the organization, its clients, its regulators and to employees themselves. It is essential that the Firms appropriately manage access
to privileged information concerning clients’ portfolios, the Firms’ trading intentions and trading activities, and that the Firms discharge their duties in a way that does not harm the interests of clients, the Firms or breach any legal
or regulatory requirements. It is important that the Firms are not seen to act on privileged information for personal gain.
Various regulations applicable to the Firms impose a
fiduciary
duty
to act in the exclusive best interest of their clients at all times recognizing their role as a “Trusted Adviser”. A number of specific obligations flow from the duty that is owed to clients, including:
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•
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To act solely in the best interests of clients at all times.
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•
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To make full and fair disclosure of all material facts, particularly where the Firms’ interests may conflict with those of its clients.
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•
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To act in a manner which satisfies the fiduciary duty owed to clients.
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•
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To refrain from favoring the interest of a particular client over the interests of another client.
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•
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To keep all information about clients (including former clients) confidential, including the client’s identity, client’s securities holdings information, and other non-public information.
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•
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To exercise a high degree of care to ensure that adequate and accurate representations and other information is presented appropriately.
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In connection with providing investment management services to clients, this includes prohibiting any activity which directly or indirectly:
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•
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Defrauds a client in any manner.
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•
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Misleads a client, including any statement that omits material facts.
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•
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Operates or would operate as a fraud or deceit on a client.
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•
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Functions as a manipulative practice with respect to a client.
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•
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Functions as a manipulative practice with respect to securities.
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3
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December 15, 2016
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|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Specifically, the fiduciary duty owed to clients means the following outcomes must be
achieved:
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•
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To have a reasonable, independent basis for investment advice.
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•
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To ensure that investment advice is suitable to the client’s investment objectives, needs and circumstances.
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•
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To refrain from effecting Personal Securities Transactions inconsistent with clients’ interests.
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•
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To obtain best execution for clients’ securities transactions.
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C.
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Conflicts of Interest – Prevention and Management
|
All Covered Persons must be
vigilant in terms of identifying circumstances that may present a conflict of interest. A conflict of interest is any situation that presents an incentive to act other than in the best interest of a client or without objectivity. A conflict of
interest may arise, for example, when a Covered Person engages in a transaction that potentially favors:
(i) The Firms’ interests
over a client’s interest
(ii) The interest of a Covered Person over a client’s interest
(iii) One client’s interest over another client’s interest
In addition to this Ameriprise Global Asset Management Personal Account Dealing and Code of Ethics Policy (“Policy”), the Firms have
adopted various policies designed to prevent, or otherwise manage, conflicts of interest in contexts outside of personal trading (certain of these policies are listed in
Appendix B
). To effectively manage conflicts of interest, all Covered
Persons must seek to prevent conflicts of interest, including the appearance of a conflict.
The requirements set forth in this Policy do
not identify all possible conflicts of interest that may arise in relation to personal transactions.
Employees are encouraged to seek assistance from their local Compliance resources (see Appendix C) whenever they have any questions concerning
obligations under the Policy, including conflicts of interest situations or concerns
.
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D.
|
Additional Standards of Conduct and Regulatory Requirements
|
Covered Persons must comply
with other policies adopted by the individual Ameriprise Global Asset Management Entities that are intended to promote fair and ethical standards of business conduct and comply with related regulatory requirements. These policies are listed in
Appendix B
.
4
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December 15, 2016
|
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|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
|
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E.
|
Reporting of Potential Code of Ethics or other Compliance Violations/Breaches
|
The Firms
have various resources for Covered Persons to raise compliance issues and concerns on a confidential basis (refer to
Appendix C
for a list of Compliance resources). In general, a Covered Person should first discuss a compliance issue with
their supervisor, department head, Chief Compliance Officer, Compliance Executive, or other resource listed on
Appendix C
. In the event that a Covered Person does not feel comfortable discussing compliance issues through these channels, the
employee may anonymously report suspected violations of law or company policy by contacting their local resources (refer to
Appendix C
). Employees are encouraged to report these questionable practices so that the Firms have an opportunity to
address and resolve these issues before they become more significant regulatory or legal issues.
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F.
|
Non-Compliance with the Policy
|
Violations/Breaches of this Policy are taken seriously
and may result in disciplinary actions and/or sanctions. Disciplinary actions could be up to and including termination of employment and sanctions will vary depending on local requirements or the circumstances (e.g., depending on the severity of the
violation, if a record of previous violations exists, etc.).
Applicability of Policy and General Requirements For all Covered Persons
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A.
|
Applicability and Scope of the Policy
|
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1.
|
Employees, Contractors, Directors and others who are “Covered Persons”
|
This Policy
applies to all Covered Persons. Covered Persons include:
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•
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All Columbia Threadneedle employees and contractors.
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•
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Any other individual with a specific role (including working on a project) which compels Covered Person status due to access to proprietary information (e.g., holdings/transactions), such as the member of a staff group
that provides ongoing audit, technology, finance, compliance, or legal support to Firms.
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•
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Any other persons that may be deemed appropriate by Compliance.
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5
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December 15, 2016
|
|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
|
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2.
|
Applicability of Policy to Certain Household Members, Trusteeships and Executorships of Covered Persons
|
This Policy governs a Covered Person’s personal securities transactions as well as those securities transactions in which a Covered Person
is deemed to have a direct or indirect Beneficial Ownership and over which a Covered Person exercises direct or indirect influence or control (“Affiliated Accounts”). An account generally is covered by this Policy if it is:
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•
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In the Covered Person’s name
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•
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In the name of the Covered Person’s spouse/partner and/or any financially dependent members of the Covered Person’s household,
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•
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Of a partnership in which the Covered Person or a member of his/her immediate family is a partner with direct or indirect investment discretion
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•
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Of a trust in which the Covered Person (or a member of his/her immediate family) is a beneficiary and a trustee with direct or indirect investment discretion
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•
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Of a closely held corporation in which the Covered Person or a member of his/her immediate family holds shares and have direct or indirect investment discretion
|
It is the responsibility of the Covered Person to seek advice in the event that it is not clear whether certain personal securities
transactions are covered by this Policy.
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B.
|
Insider Dealing Restrictions – Misuse of Material Nonpublic Information
|
A Covered
Person who is in possession of material nonpublic information (often referred to as “Inside Information”) about securities or financial instruments is prohibited from buying, selling, recommending or trading such securities or financial
instruments. In addition, a Covered Person must not communicate or disclose such information to others who may misuse it. Material nonpublic information
may
include nonpublic information about a pooled investment vehicle (e.g., UCITS,
open-end and closed-end mutual funds, and private funds) that are advised or sub-advised by the Firm. The Firms each have adopted specific policies that address these prohibitions, and set forth specific protocols for handling material nonpublic
information (see
Appendix B
which identifies the specific policies
)
.
6
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December 15, 2016
|
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|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
|
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C.
|
Notification of Brokerage Accounts and Holding Brokerage Accounts at Designated Broker-Dealers (Limited Choice)
|
Covered Persons must promptly disclose their brokerage accounts to their Firm’s Compliance group, and ensure that each broker-dealer with
which he/she maintains an account sends to the Compliance group, as soon as practicable, copies of all confirmations of his/her securities transactions and of all monthly, quarterly and annual account statements.
North America employees must receive approval from Personal Trading Compliance prior to opening any new brokerage account in order to comply
with new FINRA Rule 3210.
Specific Personal Trading Restrictions For all Covered Persons
|
|
A.
|
Client Conflict – Prohibition on “Front Running”
|
Covered Persons are
prohibited from engaging in a Personal Securities Transaction that involves the purchase or sale of a Reportable Security when such Covered Person has knowledge that such security (1) is being considered for purchase or sale by a client account
or (2) is being purchased or sold by a client account.
|
|
B.
|
Prior Approval (Pre-Clearance) of Personal Security Transactions
|
Covered Persons must
obtain approval – often referred to as pre-clearance – from Compliance
prior to
effecting a securities trade in most categories of investments. This pre-clearance requirement extends to securities transactions in all accounts for
which the Covered Person has Beneficial Ownership (discussed above). If the Covered Person receives pre-clearance approval, it is valid only for the duration of the locally defined approval period; if a Covered Person does not effect the pre-cleared
personal trade(s) within that locally approved time period, the Covered Person must request and obtain pre-clearance for the proposed personal trade(s) again before the trade(s) are effected. If the Covered Person does not receive pre-clearance
approval, he/she must not effect the requested Personal Securities Transaction (but may request approval on a subsequent day).
Covered
Persons are required to obtain such pre-clearance approval for the majority of investments. Please refer to
Appendix D
that identifies those categories of investments to which pre-clearance is or is not applicable.
Private Placements/Limited Offerings
: Investments in private placement offerings require approval by the Compliance group (e.g., private
placements, non-exchange traded REITs, hedge funds, fixed income new issues, etc.).
7
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December 15, 2016
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|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Gifts and Charitable Donations
: Approval is not necessary for a gift of securities to
a Non-Profit Organization, but Compliance should be notified in advance and the Short-Term and 14-day Blackout rules do not apply. For gifting securities to a For-Profit Organization, individual, trust or other person or entity (other than a
Non-Profit Organization), the pre-clearance requirement and 14-day Blackout rule do apply if you are purchasing the securities you intend to give.
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C.
|
Short-Term Trading Prohibition (30 Day Holding Period)
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1.
|
Individual Securities
at a Profit
|
Covered Persons are prohibited from engaging in
short-term trading of Reportable Securities. This means that Covered Persons may not buy (or add to their existing position), then sell the same securities (or equivalent) within 30 calendar days
if the trade would result in a gain
. Covered
Persons must wait until calendar day 31 (
Trade Date
+ 30) to trade out of a position at a profit.
When calculating the 30-day
holding period, the average cost method must be used.
|
|
2.
|
Covered Funds and other Pooled Investment Vehicles
|
A Covered Person is prohibited from short
term trading in any Covered Fund (e.g., mutual fund, SICAV, OEIC, or other pooled investment vehicle, see
Appendix E
) held for less than 30 calendar days, or a longer time if specified in the Covered Fund’s prospectus or similar
disclosure document. Covered Persons are prohibited from engaging in market timing (short-term trading) in shares of any Mutual Fund or other pooled vehicles and must comply with the holding period policy established by any Mutual Fund held, even
though the Mutual Fund may not be a Covered Fund. Please see the Mutual Fund’s prospectus for further information.
Transactions
exempted from short-term trading prohibitions
:
Money market fund investments, automated investments and withdrawal programs, and
Dividend Reinvestments are not subject to the 30 day holding period.
Please note that Columbia Threadneedle provides discounts on
investments to employees in certain of its products but operates a holding period of a minimum 60 working days in order to qualify for those discounts. Please refer to the Columbia Threadneedle –EMEA and Asia Compensation & Benefits
intranet site for information.
8
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December 15, 2016
|
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|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
|
|
D.
|
Initial Public Offerings (“IPOs”) and Limited Offerings
|
Covered Persons
require pre-clearance approval to purchase Initial Public Offerings (“IPOs”) or Limited Offerings, including additions to existing holdings but excluding capital calls for previously approved commitments. Such approval will only be granted
when it is established that there is no conflict or appearance of a conflict with any Client or other possible impropriety (such as where the Security in the Limited Offering is appropriate for purchase by a Client, or when his/her participation in
the Limited Offering is suggested by a person who has a business relationship with any such Company or expects to establish such a relationship). The 30-day holding period also applies to IPOs.
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E.
|
Participation in Investment Clubs
|
No Covered Person may participate in private
investment clubs or other similar groups.
Covered Persons are strongly discouraged from investing in any form of
derivative that could give rise to an open ended, unlimited liability. Most derivative trading is subject to pre-clearance requirements, option trading guidelines and the Short Term Trading Prohibition. (See
Appendix F
for additional
guidance).
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|
G.
|
Frequent and Unusual Trading Activity
|
Compliance monitors patterns of personal trading
activity and may require additional information from a Covered Person with respect to a specific trade or series of transactions. In addition, frequent trading activity is strongly discouraged. Although no set limit of trades during a period of time
is expressly stated by the Firms, Covered Persons should understand that they may come under scrutiny for frequent trading activity, which could result in corrective measures if the activity is deemed especially excessive.
9
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|
|
December 15, 2016
|
|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Additional Trading Restrictions for Investment Employees
|
|
A.
|
Rules Applicable to Portfolio Managers and other Designated Covered Persons
|
14 Day
Blackout Period
Portfolio Managers
(and other Covered Persons specifically identified by Compliance) are not permitted to
transact in any security that is purchased or sold in a client account 7 calendar days before
and
7 calendar days after a client account they manage trades in that same (or equivalent) security. This means a
Portfolio Manager must wait
until calendar day 8
to trade the security. Application of this rule may be applied broader based on team function and location.
Because it is a Portfolio Manager’s responsibility to put his/her client’s interests ahead of his/her own, he/she may not delay
taking appropriate action for a client account in order to avoid potential adverse consequences in his/her personal account. In certain limited instances, Compliance, at their discretion, may determine that a trade should be deemed to have not
caused a black out violation (e.g., unexpected significant client redemption or inflow triggering a sale or purchase in all securities held in the client portfolio).
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B.
|
Rules Applicable to Research Analysts
|
Research Analysts (those who publish research
for the use by Columbia Threadneedle)
are prohibited from engaging in a personal securities transaction that involves securities issued by issuers on their Coverage List at the security (not issuer) level. This restriction includes securities
convertible into, options on, and derivatives of, such securities.
|
|
C.
|
Rules Applicable to Trading Personnel
|
3 Day Blackout Period
Traders are not permitted to transact in any security that is purchased or sold in a client account 3 calendar days after the client
transaction. This means a
Trader must wait until calendar day 4
to trade the security. Application of this rule may be adjusted based on team function and location.
10
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December 15, 2016
|
|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Reporting and Administration Requirements
|
|
A.
|
Reporting Requirements
|
|
|
1.
|
Initial Holdings Report and Certification
: Upon becoming a Covered Person under this Policy
,
one must disclose all securities holdings (as indicated in
Appendix D
) in which they have Beneficial
Ownership (as indicated on page 5 and 6). All brokerage accounts must be disclosed.
|
All Covered Persons are notified of this
requirement and are provided with a copy of this Policy when they first become subject to the Policy. This initial certification must be completed within 10 days of becoming a Covered Person. This information must be current as of the date no more
than 45 days prior to the date the person becomes a Covered Person.
|
|
2.
|
Annual Certification
: Covered Persons are also required to complete an annual accounts and holdings certification. This certification allows the Covered Person to validate the Brokerage Accounts and certain
securities holdings in which they have Beneficial Ownership (as indicated on page 5 and 6). Covered Persons also certify that they have received, read and understand the Policy. This information must be current as of a date no more than 45 days
prior to the date the report was submitted.
|
|
|
3.
|
Quarterly Certification
: On a quarterly basis, Covered Persons must also certify to securities transactions outside of a previously reported and approved Brokerage Account. The quarterly certification must be
completed within 30 calendar days of the last day of the quarter.
|
All reports and other documents and information supplied by or on
behalf of any Covered Person in accordance with the requirements of this Policy will be treated as confidential, but are subject to review as provided herein and in the procedures by Legal, Compliance and other involved departments of the Firms, by
Personal Trading, senior management, by representatives relevant regulatory authority of the asset management business’ regulatory or self-regulatory authority, or otherwise as required by law, regulation, or court order.
|
|
C.
|
Annual Review of Policy
|
At least annually, each Chief Compliance Officer/Compliance
Executive of the Ameriprise Global Asset Management Entities must review the adequacy of this Policy and the policies and procedures herein referenced
11
|
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December 15, 2016
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|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Refer to
Appendix C
for Compliance and Legal resources.
|
|
E.
|
Recordkeeping Requirements
|
Each respective Compliance group is primarily responsible
for maintaining records created with respect to this Policy and the procedures adopted to implement it. All records must be maintained for five years after the end of the fiscal year in which the documents were later of creation or last use, the
first two years in an easily accessible place.
12
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|
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December 15, 2016
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|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Appendix A – Entities that have adopted Global Policy
Columbia Management Investment Advisers, LLC
Columbia Management
Investment Distributors, Inc.
Columbia Management Investment Services, Corp.
Threadneedle Asset Management Holdings SARL (TAMHS)
Threadneedle
Asset Management Ltd.
Threadneedle Asset Management Limited (TAML)
Threadneedle Asset Management Malaysia Sdn Bhd
Threadneedle
International Limited
Threadneedle International Investment GmbH
Threadneedle International Limited (TINTL)
Threadneedle
Investment Services Limited (TISL)
Threadneedle Investments Singapore (PTE) Limited (TIS)
Threadneedle Investments Taiwan Limited
Threadneedle Management
Luxembourg SA. (TMLUX)
Threadneedle Management Services Limited
Threadneedle Navigator ISA Manager Limited (TNIML)
Threadneedle
Pensions Limited (TPEN)
Threadneedle Portfolio Services Hong Kong Limited, Korea Representative Office
Threadneedle Portfolio Services Hong Kong Limited (TPSHKL)
Threadneedle Portfolio Services Limited (TPSL)
Threadneedle Unit
Trust Manager Limited (TUTML)
It should be noted that Columbia Management includes Wanger Acorn trading data to also cover non- CWAM employees under
one consolidated Code.
13
|
|
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December 15, 2016
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|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Appendix B – Other Policies Applicable to Covered Persons
Additional Policies Relevant to Covered Persons Employed by or Affiliated with Columbia Management:
Ameriprise Financial Global Code of Conduct
Ameriprise Handling
Whistleblower Claims Policy
Ameriprise Limited Choice Policy
Columbia Management Activities Involving Outside Entities or Family Relationships Policy
Columbia Management Gifts, Entertainment and Other Benefits Policy
Columbia Management Material Nonpublic Information Policy
Columbia Management Political Contributions Policy
Columbia
Management Portfolio Holdings Disclosure Policy
Columbia Management Privacy Policy
Threadneedle Other Conflicts of Interest Policies Applicable to Covered Persons:
Threadneedle Market Abuse & Insider Dealing Policy
Threadneedle Conflicts of Interest Policy
Threadneedle Outside
Activities & Family Relationships Policy
Columbia Threadneedle Investments – EMEA and APAC Gifts, Entertainment and Other Benefits Policy
Threadneedle Treating Customers Fairly
Threadneedle
Whistleblowing Policy
14
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December 15, 2016
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|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Appendix C – Compliance and Reporting Resources
Personal Trading – 612-671-5196 or send email to
Personal.Trading@ampf.com
Columbia Threadneedle EMEA and Asia Personal Trading
personalaccountdealing@columbiathreadneedle.com
Contact the Compliance Team if you are ever at doubt as to your obligations under this Policy.
Ameriprise Financial provides a dedicated resource through NAVEX Global (formerly known as Ethicspoint)
(800-963-6395)
, a comprehensive and
confidential reporting service for U.S. employees to report suspected fraud, abuse or other misconduct.
Threadneedle employees, in accordance with the
Threadneedle Whistleblowing Policy, may contact the following for reporting, investigating and remedying any wrongdoing in the workplace.
|
|
|
|
|
|
|
Safecall
|
|
|
|
0800 915 1571
|
|
|
|
|
|
FCA whistleblowing line
|
|
whistle@fca.gov.uk
|
|
020 7676 9200
|
|
|
|
|
|
Public Concern at Work
|
|
helpline@pcaw.co.uk
|
|
020 7404 6609
|
15
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December 15, 2016
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Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Appendix D – Individual Securities Requirements
Pre-clearance Requirements
– All securities are subject to prior approval under the Global Asset Management Personal Account Dealing and Code of
Ethics Policy (“Policy”) except those listed below:
|
|
•
|
|
Ameriprise Financial Stock (other rules—blackout, holding periods still apply, no speculative trading)
|
|
|
•
|
|
Annuities and Life Insurance (where there is no specific investment exposure)
|
|
|
•
|
|
Bank products (checking/savings, CDs, etc.)
|
|
|
•
|
|
Debt securities issued by any government
|
|
|
•
|
|
Dividend Reinvestment Plans (DRIPS)
|
|
|
•
|
|
Non Investment derivatives – sporting bets only
|
|
|
•
|
|
Columbia Threadneedle – EMEA and Asia Products*
|
|
|
•
|
|
Unit Investment Trusts (UITs)
|
|
*
|
Pre-clearance is required on Columbia Threadneedle – EMEA and Asia OEICS/SICAVS by FPDC/SPC members
|
Ameriprise 401(K) – Covered Persons must report Schwab PCRA accounts. ETF and Closed End Fund transactions within these PCRA accounts also require
pre-clearance.
Holding Reporting Requirements*
– All securities are subject to the reporting requirements under the Policy, including covered
open-end funds, except those listed below:
|
|
•
|
|
Annuities (report only Covered Funds listed on
Appendix E
)
|
|
|
•
|
|
Bank products (checking/savings, CDs etc.)
|
|
|
•
|
|
Debt securities issued by any government
|
|
|
•
|
|
Open-End Mutual Funds (Note: Holdings of Covered Open – End Funds list on
Appendix E
are reportable in the quarterly and annual certifications)
|
|
*
|
All brokerage accounts are reportable even if the holdings in those accounts are not.
|
All other securities
not listed above are subject to the
Limited Choice Policy
(
Appendix G
) and
30 Day Holding Period
.
16
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December 15, 2016
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|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Appendix E – Covered Funds List
The Global Asset Management Personal Account Dealing and Code of Ethics Policy (“Policy”) speaks to certain rules concerning activity within Covered
Funds. Closed-End Funds, ETFs and Mutual Funds for which Columbia Management Investment Advisers, LLC serves as an investment adviser or for which an affiliate of Columbia Management Investment Advisers, LLC serves as principal underwriter are
considered “Covered Funds.”
The following is the list of Covered Funds as of December 2016:
|
|
•
|
|
All Columbia Mutual Funds (both retail and variable), including Columbia Acorn Funds, Wanger Funds,
Active Portfolios
®
and CMG Ultra Short Term Bond Fund
|
|
|
•
|
|
All Columbia Exchange-Traded Funds (ETFs)
|
|
|
•
|
|
All Columbia Threadneedle – EMEA and Asia Funds
|
|
|
•
|
|
Columbia Seligman Premium Technology Growth Fund, Inc.
|
|
|
•
|
|
Tri-Continental Corporation
|
|
|
•
|
|
Third-Party Funds Sub Advised by CMIA:
|
AC Alternatives Long Short Fund
AST Columbia Adaptive Risk Allocation Portfolio
Bishop Street Dividend Value Fund
Bishop Street Strategic Growth Fund
CGCM Large Cap Equity Fund
Mercer US Large Cap Growth Equity Fund
SA Columbia Focused Growth Portfolio
SA Columbia Focused Value Portfolio
SunAmerica Series Trust Technology Portfolio
VALIC Company I Large Cap Core Fund
Voya Multi-Manager Large Cap Core Portfolio
VY Columbia Contrarian Core Portfolio
VY Columbia Small Cap Value II Portfolio
17
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December 15, 2016
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|
|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Appendix F – Options/Shorting Trading Guidelines
SHORTING TRADING – GENERAL GUIDELINES
Shorting
individual securities is prohibited. Shorting broad based market securities (ETFs) is permitted.
OPTIONS TRADING – GENERAL GUIDELINES
All persons subject to the Global Asset Management Personal Account Dealing and Code of Ethics Policy (“Policy”) are strongly discouraged from
dealing in any form of derivative that could give rise to an open ended, unlimited liability.
All Covered Persons must obtain pre-clearance via PTA prior
to placing an options trade.
Short term trading at a profit is prohibited under the code. Covered Persons may not trade options that will result in a
gain if held less than 30 days. Covered Persons must wait trade date plus 30 days before closing the position at a profit.
ACCEPTABLE
TRANSACTIONS
:
|
|
•
|
|
Options that have an expiration greater than 30 days and
|
|
|
•
|
|
Out of the money option contracts
|
|
|
•
|
|
In the money option contracts only if there is an underlying position held greater than 30 days
|
PROHIBITED
TRANSACTIONS:
|
|
•
|
|
Options that have an expiration less than 30 days
|
|
|
•
|
|
In the money option contracts – unless there is an underlying position held greater than 30 days
|
|
|
•
|
|
Buying and selling options contracts at a profit held less than 30 days
|
KEY REMINDERS:
|
|
•
|
|
Covered Persons are required to preclear the option ticker symbol (please use the new option symbology) and not the underlying ticker.
|
|
|
•
|
|
Covered Persons are responsible for calculating the 30 day holding period (Trade date + 30 days), you must use the average cost method (PTA does not calculate the 30 day holding period).
|
|
|
•
|
|
Receiving pre-clearance does not exclude you from other personal trading rules included in the Policy.
|
18
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December 15, 2016
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|
Global Asset Management – Personal Account Dealing/Code of Ethics Policy
Appendix G – Limited Choice Policy
In order to comply with SEC expectations concerning the monitoring of trading activity within Covered Person accounts, Ameriprise Financial maintains a
“limited choice” brokerage policy which dictates where certain types of securities must be held and traded.
Unless you have an exception
approved by Personal Trade Compliance, your personal securities must be held and trading must be conducted through one of these brokers:
Ameriprise/Columbia Threadneedle North America
- Ameriprise Financial Brokerage, Charles Schwab, Merrill Lynch
Columbia Threadneedle EMEA and Asia
– Barclays, Hargreaves Lansdowne, Equiniti, Interactive Brokers, UOB Kay Hian, DBS Bank of Singapore, (Charles
Schwab and Merrill Lynch – restricted to U.S based accounts only)
You must immediately* report any new accounts opened by completing the following
steps:
|
|
1.
|
Add the account to the PTA system using the “Add Brokerage Account” functionality.
|
|
|
2.
|
Notify your broker of your association with Ameriprise Financial or Columbia Threadneedle.
You are responsible for notifying your broker that you are affiliated with or employed by a broker/dealer and ensuring that
Personal Trade Compliance is provided with duplicate statements and confirmations for your account(s).
|
|
*
|
North America employees must receive approval from Personal Trading Compliance prior to opening any new brokerage account in order to comply with new FINRA rule 3210.
|
The types of securities that are subject to the Limited Choice Policy are specified on the Individual Securities Requirements List
Appendix D.
If you maintain a
Brokerage Account
outside of the limited choice brokers that holds securities subject to the limited choice policy,
you have the following options:
|
|
1.
|
You may transfer the subject holdings to a like-ownership account at one of the approved brokers.
|
|
|
2.
|
You may liquidate the subject holdings (subject to the requirements in the Code) and either hold the proceeds as cash or reinvest in non-subject securities.
|
|
|
3.
|
You may apply for an exception.
|
Exceptions to the Limited Choice Policy are rare. If you believe your
situation warrants an exception (e.g. managed discretionary accounts), contact Personal Trading for a Limited Choice Exception Request Form. An exception does not make you exempt from complying will all other requirements in Global Asset Management
Personal Account Dealing and Code of Ethics Policy (“Policy”).
19
LOS ANGELES CAPITAL
Code of Ethics
Effective: December 30, 2016
Table of Contents
|
|
|
|
|
|
|
Introduction
|
|
|
1
|
|
|
|
|
|
General Principles
|
|
|
1
|
|
|
|
|
|
Scope of the Code
|
|
|
2
|
|
|
|
|
|
Persons Covered by the Code
|
|
|
2
|
|
|
|
|
|
Family Members of Access Persons
|
|
|
2
|
|
|
|
|
|
Standards of Business Conduct
|
|
|
2
|
|
|
|
|
|
Conflicts of Interest
|
|
|
2
|
|
|
|
|
|
Outside Business Interests
|
|
|
4
|
|
|
|
|
|
Record of Conflicts
|
|
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4
|
|
|
|
|
|
Transactions with Affiliates
|
|
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4
|
|
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|
Disciplinary Events
|
|
|
5
|
|
|
|
|
|
Prohibited Activities
|
|
|
5
|
|
|
|
|
|
Gifts and Entertainment
|
|
|
6
|
|
|
|
|
|
Limits to Gifts and Entertainment Received by Employees
|
|
|
6
|
|
|
|
|
|
Limits to Gifts and Entertainment Given by Employees
|
|
|
6
|
|
|
|
|
|
Broker/Dealer Entertainment
|
|
|
7
|
|
|
|
|
|
Pre-Clearing and Reporting Gifts and Entertainment
|
|
|
7
|
|
|
|
|
|
Personal Trading Procedures
|
|
|
8
|
|
|
|
|
|
Disclosure of Personal Accounts and Security Holdings
|
|
|
8
|
|
|
|
|
|
Exempt Reporting Requirements
|
|
|
9
|
|
|
|
|
|
Restricted Securities
|
|
|
9
|
|
|
|
|
|
Pre-Clearance Procedures
|
|
|
9
|
|
|
|
|
|
Exemptions from Pre-Clearance
|
|
|
10
|
|
|
|
|
|
Quarterly Transaction Reports
|
|
|
10
|
|
|
|
|
|
Quarterly Personal Brokerage Statements
|
|
|
11
|
|
|
|
|
|
Confidentiality
|
|
|
11
|
|
|
|
|
|
Certification of Compliance with Code of Ethics
|
|
|
11
|
|
|
|
|
|
Administration and Enforcement of Code
|
|
|
11
|
|
|
|
|
|
Annual Review
|
|
|
11
|
|
|
|
|
|
Recordkeeping
|
|
|
12
|
|
|
|
|
|
Violations of the Code
|
|
|
12
|
|
|
|
|
|
Sanctions
|
|
|
12
|
|
|
|
|
|
Sanctions for Personal Trading Violations
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
Whistleblower Policy
|
|
|
13
|
|
|
|
|
|
Definitions
|
|
|
15
|
|
|
|
|
|
Pre-Clearance Matrix
|
|
|
Appendix A
|
|
Introduction
This Code of Ethics (“the Code”) establishes the rules of conduct for Los Angeles Capital Management and Equity Research, Inc. (“Los Angeles
Capital”) and LACM Global, Ltd. (together with Los Angeles Capital “the Firm”) under Section 204 and Rule 204A-1 of the Investment Advisers Act of 1940, rule 17j-1 of the Investment Company Act of 1940, and the Financial Conduct
Authority Principles for Business and Conduct of Business.
General Principles
The Firm acts as a fiduciary to its clients and/or investors (“clients”) and therefore has an affirmative duty of care, loyalty, honesty, and good
faith to act in their best interests. The Firm’s personnel have an obligation to uphold these duties. At a minimum, the Firm and its employees must conduct themselves in accordance with the following principles:
|
|
1.
|
You must place the interests of the client before the Firm at all times;
|
|
|
2.
|
You must conduct business with integrity;
|
|
|
3.
|
You must act in a professional and ethical manner at all times;
|
|
|
4.
|
You have a duty to act with skill, competence, and diligence;
|
|
|
5.
|
You have a duty to communicate with clients in a timely and accurate manner;
|
|
|
6.
|
You must conduct all personal securities transactions 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;
|
|
|
7.
|
You must adequately protect client assets;
|
|
|
8.
|
You must take reasonable care to organize and control the Firm’s affairs responsibly and effectively, with adequate risk management;
|
|
|
9.
|
You must adhere to the fundamental standard that investment advisory personnel not take inappropriate advantage of their positions;
|
|
|
10.
|
You must adhere to the principle that information concerning the identity of security holdings and financial circumstance of a client is confidential;
|
|
|
11.
|
Decisions affecting clients are to be made with the goal of providing suitable advice and equitable and fair treatment among clients;
|
|
|
12.
|
Communications with clients or prospective clients should be candid and fulsome. They should be true and complete and not mislead or misrepresent. This applies to all marketing and promotional materials;
|
|
|
13.
|
You must adhere to the principle that independence and objectivity in the investment decision making process is paramount; and
|
|
|
14.
|
You must report any violations of the code to Los Angeles Capital’s Chief Compliance Officer (“CCO”). If it would not be appropriate to report to the CCO, then violations should be brought to the
attention of Los Angeles Capital’s General Counsel.
|
1
All employees must comply with applicable federal securities laws and Firm policies issued from time to time that
are applicable to you, and, as an adviser the Firm and its employees are prohibited from the following:
|
|
1.
|
Employing a device, scheme or artifice that would defraud an investment advisory client;
|
|
|
2.
|
Making to a client or potential client any untrue statement of a material fact or omitting a material fact necessary in order to make the statements made not misleading;
|
|
|
3.
|
Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client;
|
|
|
4.
|
Engaging in a manipulative practice with respect to a client;
|
|
|
5.
|
Engaging in any manipulative practice with respect to securities, including price manipulation, acting on or spreading false market rumors; or
|
|
|
6.
|
Making use of any information that an employee may have become aware of by virtue of his/her relationship with a client organization. Access persons may not conduct a transaction while aware of such “inside
information” if the information is indeed non-public in nature and comes about through dialogue and/or interaction with an official at a publicly traded organization. (Please see the Firm’s Insider Trading Policy for further information).
|
Scope of the Code
Persons Covered
by the Code
Every
employee of the Firm is considered an
access person,
unless otherwise exempted by the Firm’s
Approving Officers
.
Consultants, interns, or other temporary employees may be considered an
access person
depending on certain factors such as length of service, nature of duties, and access to the
Firm’s information. Such persons will be notified if they are considered to be an
access person
.
Family Members of
Access Persons
Certain family members of access persons are subject to the specific reporting requirements detailed in the Personal
Trading Procedures section.
Standards of Business Conduct
Conflicts of Interest
The Firm recognises that, from time
to time, a conflict of interest may arise between its own interests and those of a client(s). The Firm requires that its clients’ interests take precedence and that its access persons disregard any other relationship, arrangement, material
interest or conflict of interest which may serve to influence, or appear to influence its discretionary management.
2
From time to time the Firm may have an interest or relationship to a transaction that either gives, or may give,
rise to a conflict of interest. As a fiduciary, the Firm must not knowingly advise or deal in the exercise of discretion in relation to that transaction unless reasonable steps are taken to manage the conflict of interest to avoid impairment of a
client transaction. Where the Firm faces a material conflict that it is unable to manage, this fact must be disclosed to the client(s) concerned.
All
conflicts and potential conflicts of interest, including interest in a transaction, should be reported to Los Angeles Capital’s Compliance department upon hire or upon entering into any such relationship, whichever may come first. Each reported
conflict will be examined by the CCO or General Counsel to determine whether the conflict would be inconsistent with the interests of the Firm and subject to the implementation of appropriate information barriers or other procedures to isolate the
involved investment personnel from investment-making decisions regarding the company’s securities.
In determining whether a conflict of interest
exists, the Firm must specifically take into account where it: (i) is likely to make a financial gain or avoid a financial loss at the expense of the client; (ii) has an interest in the outcome of the service provided to the client, or the
transaction carried out on behalf of its client, which is distinct from the client’s interest in that outcome; (iii) carries on the same business as the client; or (iv) receives, or will receive, from a person other than the client,
an inducement in relation to a service provided to the client in the form of monies, goods or services, other than the standard commission or fee for that service. The following list includes, but is not limited to, possible conflicts:
|
|
•
|
|
Immediate family member is employed by a:
|
|
|
•
|
|
publicly traded company
|
|
|
•
|
|
critical service provider (see Compliance for a full list of Critical Service Providers)
|
|
|
•
|
|
Employee or family member serves on the board of directors or committee of any of the above.
|
|
|
•
|
|
Any material, beneficial ownership or interest in any of the above.
|
|
|
•
|
|
Executorship, trusteeship, or power of attorney privileges other than with respect to a family member.
|
3
Outside Business Interests
The Firm is required to maintain and operate effective organizational and administrative arrangements and to take all reasonable steps to prevent conflicts of
interest that will, or would, give rise to a material risk of damage to the interests of its clients.
Therefore, no employee may serve as a director or
in a similar capacity of any non-Firm company or institution without prior approval from Los Angeles Capital’s CEO and CCO. Approval will be subject to the implementation of procedures to safeguard against potential conflicts of interest
such as establishing information barriers, placing securities of the company on the Firm’s restricted list, or recusing yourself if the entity ever considers doing business with the Firm. Approval may be withdrawn if the Firm’s senior
management concludes that withdrawal is in the Firm’s interest. You do
not
need approval to serve on the board of a private family corporation for your family or any charitable, professional, civic, or nonprofit entity that is not a
client of the Firm or has no business relations with the Firm. If circumstances later change such that you would need approval (e.g., a charity becomes a client of the Firm), you must then get approval.
No Firm employee may accept an appointment as an executor, trustee, guardian, conservator, general partner or other fiduciary, or any appointment as a
consultant in connection with fiduciary or active money management matters, without obtaining approval from Los Angeles Capital’s CCO. This does not apply to appointments involving personal estates or service on the board of a charitable,
civic or nonprofit company where the employee does not act as an investment adviser for the entity’s assets. Securities traded by you as a fiduciary will be subject to the Firm’s Personal Trading Procedures.
Please notify Compliance if you are unsure of your reporting obligations.
Record of Conflicts
As
its principal mechanism for identifying, managing, monitoring and mitigating conflicts of interest, the Firm maintains a record of conflicts of interests, which itemizes conflicts, mitigating controls and responsibilities.
Identified material conflicts are disclosed to clients in Form ADV Part 2A.
Transactions with Affiliates
Los Angeles Capital has one
affiliate, LACM Global, Ltd. that provides advisory and marketing services in Europe. Any new arrangements between the entities must be reviewed by Compliance, Legal, and Los Angeles Capital’s Board of Directors to account for any potential
conflicts of interest.
4
Disciplinary Events
All employees are to promptly notify Los Angeles Capital’s CCO of his/her disciplinary history upon hire and in the event of notice of or commencement of
any regulatory, legal, or disciplinary action even if such action relates to your prior employment. The CCO is responsible for determining whether the information is material and must be reported to regulators and/or clients.
Prohibited Activities
Employees are prohibited from all
of the following activities:
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Using or sharing knowledge about pending, currently considered, or recent securities transactions for clients to profit personally, directly or indirectly, as a result of such transaction, including purchasing or
selling such securities.
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Disclosing to other persons any information about a client and/or former clients, including financial circumstances, security holdings, identity (unless the client has previously consented), and any advice furnished by
the Firm.
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Engaging in frequent trading of a mutual fund where the Firm serves as an adviser or sub-adviser. Frequent trading is defined as selling or repurchasing a position that was taken or sold, respectively, less than sixty
days prior to the transaction. Certain mutual funds may have more restrictive frequent trading policies. The Firm maintains a list of the mutual funds for which it serves as adviser or sub-adviser.
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Engaging in day trading as it may be a potential distraction from servicing clients.
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Borrowing from clients or providers of goods or services with whom the Firm deals, except those who engage in lending in the usual course of business and then only on terms offered to others in similar circumstances,
without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.
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Giving advice to clients that may be interpreted as giving legal advice. All questions in this area should be referred to Los Angeles Capital’s General Counsel. Employees should also avoid giving clients advice on
tax matters, the preparation of tax returns, or investment decisions, with the exception of situations that may be appropriate in the performance of an official fiduciary or advisory responsibility, or as otherwise required in the ordinary course of
your duties.
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Entering into uncovered short sales, writing uncovered options, acquiring securities in an IPO and transacting in securities offered in a hedge fund, private placement or other limited offering without prior approval
from the CCO.
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5
Gifts and Entertainment
A conflict of interest may occur when an employee’s personal interests interfere or potentially interfere with his/her responsibilities to the Firm and
its clients. The overriding principle is to eliminate any conflict of interest. Accordingly, employees should not solicit, give, or accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that
could be viewed as overly generous, aimed at influencing decision-making, or making either party feel beholden to a person or a firm or that in any manner would conflict with the best interests of the Firm’s clients.
Limits to Gifts and Entertainment Received by Employees
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No employee may receive any gift, service, or other thing valued greater than $100 (a “Prohibited Gift”) from any person or entity, that does or hopes to do business with the Firm, in aggregate within a
calendar year. The receipt of cash gifts is prohibited. Los Angeles Capital’s CCO is authorized to make a final determination as to whether the thing of value should be considered a Prohibited Gift within the context of the policy and conflict
of interest principles and may approve or deny requests to be able to accept any gift. An example of something that would not be considered a Prohibited Gift would be receipt from a sponsoring law firm that advises the Firm of a free admission to a
legal conference sponsored by such firm.
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No employee may accept extravagant or excessive entertainment from a client, prospective client, or any other person or entity that does or hopes to do business with the Firm. Employees may accept a business
entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment (i) is present, (ii) the entertainment is not provided as part of a quid pro quo arrangement, and
(iii) the entertainment does not create a conflict of interest in relation to any client account. Employees are required to receive pre-clearance approval prior to accepting any entertainment from a broker/dealer.
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Limits to Gifts and Entertainment Given by Employees
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No employee may give or offer to give any gift, service, or other thing valued greater than $100 in aggregate within a calendar year to existing clients, prospective clients, or any other person or entity that does or
hopes to do business with the Firm, including brokers and service providers, without the prior consent of Los Angeles Capital’s Compliance department. Cash gifts are prohibited.
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There are more restrictive rules and limitations for gifts and entertainment provided to certain state or local government plans, ERISA plans, unions and union officials, and foreign officials. Please see Compliance
or Legal regarding specific gift giving limitations.
Please note that for some clients or prospects entertainment and gifts may be required to be reported to a third party and could reflect unfavorably on the Firm or disqualify the Firm from
being able to provide management services.
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State and local governments increasingly limit or prohibit gifts and entertainment to the employees, officers, board members and consultants of their pension and other investing funds. Some prohibit providing anything
of value, including any food, whether provided at a Firm facility or event or elsewhere, or transportation to and from airports by cab or private car. Failure to comply with these requirements by the Firm or its employees can lead to
disqualification of the Firm from managing assets for the client, loss of management fees, or other penalties.
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You must always obtain pre-approval under the procedures set out above of any proposed gift or entertainment involving an employee, officer, board member, or consultant of an existing or prospective government fund,
government pension plan, ERISA plan, or union client/prospect.
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Gifts and contributions to elected political officials and candidates for political office are covered by special rules. See the Pay to Play Policy.
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No employee may provide extravagant or excessive entertainment to a client, prospective client, or any other person or entity that does or hopes to do business with the Firm. Employees may provide a business
entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present and it is both necessary and incidental to the performance of the Firm’s business.
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Broker/Dealer Entertainment
All employees are required
to obtain written pre-clearance from Compliance prior to accepting any
entertainment from a broker/dealer
. A Broker Entertainment Pre-Clearance Form can be obtained from the Compliance department and requires the signature(s) of EACH
Firm attendee/representative and an approving signature from a member of the Compliance department. Pre-clearance approval cannot be granted by the same individual seeking pre-clearance. In the event that a member of the Compliance department
requires pre-clearance, signatures must be obtained from an alternate member of the department who is authorized to provide approval. All Broker Entertainment Pre-Clearance Forms must be submitted to the Compliance department in advance of the
event.
Pre-Clearing and Reporting Gifts and Entertainment
Regardless of value or giver,
all
gifts and entertainment received are required to be reported to the Compliance department. Written
notification should specify all relevant details, including the giving person or entity, the receiving person or entity, and a description of the gift or entertainment. You are advised to seek pre-approval if you are not certain whether the
entertainment would be considered excessive, if you are providing a gift or entertainment to a
7
Union or Union Official, or if you cannot judge whether a gift has a value over $100. If any unapproved gift is received, the recipient should either reject the gift, give the gift to Compliance
who will return the gift to the giver, or if returning the gift would harm relations with the giver, Compliance will donate the gift to charity.
Personal Trading Procedures
Disclosure of Personal
Accounts and Security Holdings
Each access person must disclose to Compliance all reportable security holdings where he/she has direct or indirect
beneficial ownership
within 10 days of being hired and annually thereafter. Under the SEC Rules, a person is regarded as having beneficial ownership when they can either directly or indirectly benefit economically from the account OR
if the securities are held in the name of a “Related Party”:
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A husband, wife, or domestic partner
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A relative or significant other sharing the same house, and
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Anyone else if the access person:
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Obtains benefits substantially equivalent to ownership of the securities
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Can obtain ownership of the securities immediately or within 60 days, or
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Can vote the securities
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Another example of an access person having beneficial ownership includes trades in any
relative’s brokerage account (not just those living in the same household) if the access person is authorized to make or direct trades AND can benefit economically from the account, regardless of whether the access person actually makes or
directs the trades.
Whether you have beneficial ownership in the securities of a spouse, domestic partner, minor child, or relative or significant other
sharing the same house can be rebutted only under very limited facts and circumstances. If you believe your situation is unique and therefore rebuts the presumption of beneficial ownership, you must contact the CCO for written approval.
Access persons must make sure that persons covered by this policy as described above are familiar with the requirements of this Code. A violation by such
person constitutes a violation by the related access person.
If you act as a fiduciary with respect to funds and accounts managed outside of the Firm
(e.g., if you act as the executor of an estate for which you make investment decisions), you will have beneficial ownership in the assets of that fund or account. Accordingly, any securities transactions you make on behalf of that fund or account
will be subject to the general trading restrictions applicable to you under this Policy.
8
Securities of privately owned companies require pre-clearance and need to be reported on your Annual Report. If
the company notifies you of their intent to go public, you must immediately notify Compliance.
All access persons must submit upon hire and annually
thereafter a listing of (i) all investment accounts together with all investment accounts of the employees’ Related Parties and (ii) any directly held reportable securities. The Compliance department will review all submitted reports
for accuracy and completeness, cross checking against other required documentation.
Exempt Reporting Requirements
Employees do not need to report holdings or transactions in compliance approved non-discretionary accounts where he/she has no direct or indirect influence or
control, including securities held in accounts where the employee may have signed over ALL investment discretion to an adviser, broker, or other trustee. However, you are required to report the existence of the account on the Annual Report. The
access person must submit acceptable proof of the account’s non-discretionary status to Compliance. If you are uncertain as to whether this exclusion applies to you, please see Compliance for further clarification.
Ownership of shares of Los Angeles Capital Management and Equity Research, Inc. allocated pursuant to periodic share offerings, investments through Los
Angeles Capital’s 401(k) Profit Sharing plan, and 529 College Savings Plans are exempt from
all
reporting requirements.
Restricted
Securities
The Firm does not allow:
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Purchases of a publicly traded client security (stock, bond, etc. Please see the Firm’s restricted list);
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Purchase of shares through an Initial Public Offering (IPO);
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Entering into an uncovered (“naked”) short sale; and
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Writing an uncovered option.
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In the event that a restricted security was held prior to your employment with
the Firm or prior to the addition to the Firm’s restricted list, the Firm will not require you to liquidate your position but instead require pre-clearance and reporting.
Pre-Clearance Procedures
Certain transactions must be
pre-cleared in writing prior to their execution. Please see Appendix B for examples of the types of trades that require pre-clearance. A personal trade pre-clearance form can be obtained from Los Angeles Capital’s Compliance department and
requires the signatures of a member of the Trading department
AND
a member of the Compliance department.
A standard approval is valid only until the end of the trading day on which approval was granted, or such shorter time as may be
specified on the approved pre-clearance form.
If the trade is not executed by the end of the current trading day, the
9
Compliance department should be notified and a new pre-clearance form would need to be completed for any subsequent trading days. Whether buying or selling, access persons may not execute any
transaction that exceeds the number of shares permitted on the pre-clearance approval form, including fractional shares.
All personal trade pre-clearance
forms must be submitted to the Compliance department prior to execution and are retained by Compliance.
Pre-clearance approval cannot be granted by the
same individual seeking pre-clearance. In the event that a member of the Trading department or a member of the Compliance department requires pre-clearance, signatures must be obtained from an alternate member of the respective department who is
authorized to provide approval.
For a summary of pre-clearance obligations please see Appendix B.
Exemptions from Pre-Clearance
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Transactions pursuant to an automatic investment plan (dividend reinvestment plans, etc.). The initial automatic investment transaction must be pre-cleared in accordance with its security type. All subsequent automatic
investments are exempt from pre-clearance provided the schedule and criteria remain the same.
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Purchases effected upon the exercise of rights issued 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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Non-directed acquisition or sales of securities due to corporation actions, including stock dividends, stock splits, mergers, spin offs, etc.
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Purchases or sales held in compliance approved non-discretionary accounts where the employee has no direct or indirect influence or control. This includes accounts where the employee has signed over-all investment
discretion to an adviser, broker, or other trustee.
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Acquisition of Los Angeles Capital Management and Equity Research, Inc. shares by Access Persons pursuant to periodic share offerings.
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Subsequent investments in a limited offering where the initial investment received pre-clearance approval.
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Quarterly Transaction Reports
Each employee must report
to Compliance within 30 days of each calendar quarter-end all transactions in directly held reportable securities and any new investment accounts for the access person or their Related Parties. In addition employees will be required to respond to
any additional requests or certifications deemed necessary by Compliance. The Compliance department will review all submitted reports for accuracy and completeness, cross checking with other required documentation.
10
Quarterly Personal Brokerage Statements
Employees will provide the Compliance department with investment confirms and/or duplicate copies of all statements for accounts holding reportable securities
where he/she has either direct or indirect beneficial ownership AND direct/indirect influence or control. This includes the securities accounts of all Related Parties, as defined by the Code. This may include such reports as traditional brokerage
accounts, IRAs, former employer 401(k)s, etc. and must reflect all activity within the account during the quarterly period under review.
Confidentiality
All reports submitted to Los Angeles
Capital’s Compliance department pursuant to the Code will remain confidential, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from regulatory and law enforcement
agencies.
Certification of Compliance with Code of Ethics
Upon hire and annually thereafter, each employee will certify in writing that (i) he/she received, read, and understands the Code and any applicable
amendments; (ii) recognizes that he/she is subject to the Code; (iii) that he/she has complied with the requirements of the Code; and (iv) that he/she has disclosed all personal securities and transactions required to be reported
pursuant to the requirements of the Code.
This certification will be made within the Annual Report each year. The Compliance department will provide each
employee with a current copy of the Code upon hire, request, material change, and annually for training purposes.
Administration and Enforcement of
Code
Annual Review
Compliance will review the
Code at least annually for its adequacy and effectiveness. Any material amendments to the Code must be approved by Los Angeles Capital’s Board of Directors and the Board of Directors of any mutual fund that Los Angeles Capital currently serves
as a sub-adviser. All material amendments and updates to the list of restricted securities will be promptly communicated to Firm employees.
As a fund
adviser or sub-adviser, Los Angeles Capital will provide a written annual report to the Board of Directors of each fund that describes any issues arising under the Code since the last report, including information about material violations of the
Code and sanctions imposed in response. This report will also include discussion of any waivers that might be considered important by the fund’s Board of Directors and will certify that the Firm has adopted policies and procedures reasonably
designed to prevent access persons from violating the Code.
11
Recordkeeping
All required documentation will be retained in accordance with Rule 204-2 of the Investment Advisers Act. Please see the Firm’s Books and Records policy
for further information.
Violations of the Code
All
Access Persons must report immediately to Compliance if they: (i) they suspect that another employee or anyone else working on behalf of the Firm has breached any of the General Principles outlined in this Code; (ii) believe that any of
the Firm’s procedures are inconsistent with the Firm’s fiduciary duty or regulations; or (iii) are asked, directly or indirectly, to act in any manner inconsistent with the General Principles of the Code.
Material violations of the Code include violations that impact a client, or are egregious, malicious, or repetitive in nature. A violation may include, but is
not limited to: failure to receive pre-clearance when obligated; trading in restricted securities; fraudulent misrepresentation of personal securities holdings or conflicts of interest; receipt of or gifting an excessive gift or entertainment event
to a client, prospective client or any individual or entity who does business or hopes to do business with the Firm, or failing to receive pre-clearance for broker entertainment; repetitive non-material violations for the same offense;
non-compliance with applicable laws, rules and regulations; fraud or illegal acts involving any of the Firm’s business; material misrepresentation in regulatory filings, internal books and records, clients records or reports; activity that is
harmful to clients, including shareholders; and deviations from required controls and procedures that safeguard clients and the Firm.
Sanctions
Any violations
of the Code may result in disciplinary action that Los Angeles Capital’s Board of Directors and the CCO deem appropriate, including, but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In
addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.
Sanctions for Personal
Trading Violations
Personal trading violations, including, but not limited to, trading without the required pre-clearance or trading
restricted securities may result in the immediate unwinding of the trade and a fine. If required, the amount of the fine will be determined by members of Los Angeles Capital’s Board of Directors and the CCO. It may include the disgorgement of
any profits from the trade to a mutually agreed upon charity. The trade(s) may be unwound as soon as possible upon discovery and notification of the violation. Profits will be determined by the Trading department.
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Whistleblower Policy
The Firm is committed to high ethical standards and compliance with the law in all of its operations and will deal with its regulators in an open and
cooperative way. The Firm must disclose to regulators anything relating to the Firm of which a regulator would reasonably expect notice. The Firm believes that its employees are in the best position to provide early identification of significant
issues that may arise with compliance with these standards and the law. The Firm’s policy is to create an environment in which its employees can report these issues in good faith without the fear of reprisal.
The Firm requires employees to report illegal activity or activities that are not in compliance with the Firm’s formal written policies and procedures,
including the Firm’s Code of Ethics, to assist the Firm in detecting and putting an end to fraud or unlawful conduct. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.
The Firm expects the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is merely being
overlooked, the normal first recourse should be to bring the issue to the attention of the party charged with the operation of the policy. In most cases, an employee should be able to resolve the issue with his or her manager, or, if appropriate,
another senior member of the Firm. However, instances may occur when this recourse fails or you have legitimate reason to not notify management. In such cases the Firm has established a system for employees to report illegal activities or
non-compliance with the Firm’s formal policies and procedures.
An employee who has good faith belief that a violation of law or failure of
compliance may occur or is occurring has a right to come forward and report under this Whistleblower Policy. “Good faith” does not mean that a reported concern must be correct, but it does require that the reporting employee believe that
he or she is fully disclosing information that is truthful.
Reports may be oral, by telephone or interview, or in writing by letter, memorandum, instant
message, or e-mail. The employee making the report must identify himself or herself. The employee should also clearly identify that the report is being made pursuant to the Whistleblower Policy and in a context commensurate with the fact that the
Policy is being invoked. The report should be made to the following parties, in the order shown:
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The Chief Compliance Officer, unless it would not be appropriate or that officer fails to respond;
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The Chief Compliance Officer and/or General Counsel, as appropriate, will consult about the investigation as
required. Depending on the nature of the matters covered by the report, an officer or manager may conduct the investigation or it may be conducted by the Chief Compliance Officer, the General Counsel, or by an external party.
The investigation will be conducted diligently by any appropriate action.
The Firm understands the importance of maintaining confidentiality of the reporting employee to make the Whistleblower right effective. Therefore, the
identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or by self-regulatory organization, or as an essential part of completing the investigation
determined by the Chief Compliance Officer or General Counsel. Any disclosure shall be limited to the minimum required. The employee making the report will be advised if confidentiality cannot be maintained.
The Chief Compliance Officer will follow up on the investigation to make sure that it is completed, that any non-compliance issues are addressed, and that no
acts of retribution or retaliation occur against the person(s) reporting violations or cooperating in an investigation in good faith.
The Chief
Compliance Officer or General Counsel will report to the Firm’s Board of Directors concerning the findings of any investigation they determine involved a significant non-compliance issue.
If an employee elects not to report suspected unlawful activity to the Firm, the employee may contact the appropriate governmental authority for review and
possible investigation. The California Attorney General’s whistleblower hotline is 800-952-5225, the SEC’s whistleblower hotline is 202-551-4790, and the UK’s Whistleblowing Advice Line is +44 (0)20 7066 9200 or whistle@fca.org.uk.
Note that submitting a report that is known to be false is a violation of this Policy.
Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.
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Definitions
Access Persons
– any supervised person who has access to non-public information regarding any clients’ purchase or sale of securities,
or non-public information regarding the portfolio holdings of a reportable fund; or who is involved in the investment decision making process for a client, or who has access to such investment decisions for a client. Each employee of Los Angeles
Capital is considered an Access Person.
Approving Officers –
Chief Compliance Officer and General Counsel or Chief Compliance Officer
and President.
Automatic Investment Plan
– a program in which regular periodic purchases or withdrawals are made automatically in to
or from investment accounts in accordance with a pre-determined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
Beneficial Ownership
– generally speaking, encompasses those situations where the beneficial owner has the right to enjoy some economic
benefit from the ownership of the security or can obtain ownership of the securities immediately or within 60 days, or can vote or dispose of the securities. A person is normally regarded as the beneficial owner of securities held in the name of his
or her spouse or minor children living in his or her household.
Closed End Fund
– a fund which does not continuously offer their
shares for sale, but rather, sells a fixed number of shares at one time (in an initial public offering), after which the shares typically trade on a secondary market. The price is determined by the market and may be greater or less than the
shares’ net asset value.
Foreign Official
– includes governmental officials, political party leaders, candidates for office,
employees of state owned enterprises (such as state owned banks or pension plans), and relatives or agents of such persons if a payment is made to such relative or agent of a foreign official with the knowledge or intent that it ultimately would
benefit the foreign official.
Fund
– an investment company registered under the Investment Company Act of 1940.
Initial Public Offering (IPO)
– 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 sections 13 and 15 of the Securities Exchange Act of 1934.
Limited
Offering
– an offering made to a few, select individuals that is exempt from registration under the Securities Act of 1933 (e.g., Hedge Funds, Private Placements, etc.)
Non-Discretionary Account –
an account over which the access person had no direct or indirect influence or control
Reportable Security –
any security as defined in Section 202(a)(18) of the Act, except that it does NOT include: (i) Direct
obligations of the Government of the United States; (ii) Bankers’ acceptances, back certificates of deposit, commercial paper and high quality short term debt instruments, including repurchase agreements, (iii) shares issued by money
market funds; (iv) Shares issued by open-end funds other than reportable funds (any fund in which you serve as the investment adviser); and (v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end
funds, none of which are reportable funds.
Supervised Persons
– directors, officers, partners or other persons occupying
similar status or performing similar functions, employees of the Firm, and any other person who provides advice on behalf of the adviser and is subject to the adviser’s supervision and control.
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Appendix A
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Los Angeles Capital Management and Equity Research, Inc.
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Code of Ethics Pre-Clearance Matrix
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If a security type you would like to trade is not listed below, please see Compliance for additional guidance.
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Security Type
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Pre-Clearance Approval
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529 College-Savings Plans
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Not Required
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Bank CDs
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Not Required
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Bankers Acceptances
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Not Required
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Bonds
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Not Required
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Bonds from Issuer on List A^
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PROHIBITED*
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Closed End Funds
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Not Required
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Commercial Paper
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Not Required
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Direct Obligations of U.S. Government
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Not Required
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ETFs (Not on List B)^
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Not Required
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ETFs (On List B)^
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Required
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Futures
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Required
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High Quality, Short-Term Debt Instruments
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Not Required
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IPO Allocations
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PROHIBITED
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Limited Offerings (Hedge Funds, Privately Owned Companies, etc.)
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Required at time of initial investment; Not required for all subsequent investments provided in same Limited Offering
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Money Market Funds
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Not Required
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Mutual Funds (Not on List B)^
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Not Required
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Mutual Funds (On List B)^
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Required
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Options on ETFs (Not on List B)^
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Not Required
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Options on ETFs (On List B)^
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Required
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Options on stocks
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Required
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Options on stocks (On List A)^
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PROHIBITED*
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Options on indices
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Not Required
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Repurchase Agreements
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Not Required
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Securities issued by Los Angeles Capital
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Not Required
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Securities transacted pursuant to an automatic investment plan
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Required at time of initial investment or if any changes made to the investment plan (if security is reportable); Not required for all subsequent investments provided the schedule and criteria remain the
same
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Securities held in a non-discretionary account
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Not Required
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Stocks (Not on List A)^
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Required*
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Stocks (On List A)^
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PROHIBITED*
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List A = Restricted Securities List
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List B = Firm’s list of ETFs and Sub-Advised Mutual
Funds
Lists A and B are located at: \\lacapm\datafile\Public\Policy\Compliance\.
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If security is on either List A or List B and acquired prior to employment or addition to either list, AP will not be required to liquidate position. However, pre-clearance, reporting of trades and holdings disclosure
on initial holdings report are required. See Compliance.
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