As filed with the Securities and Exchange Commission on March 29, 2017.
Registration Nos. 2-99356
811-04367
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 293 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 297 | ☒ |
(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)
Registrants 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 Multi-Manager Alternative Strategies Fund ( formerly known as Active Portfolios ® Multi-Manager Alternatives Fund ).
EXPLANATORY NOTE
This Post-Effective Amendment No. 293 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. 293 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. 293 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. 293 shall become effective upon filing with the SEC.
PART C. OTHER INFORMATION
Item 28. Exhibits
(a)(1) | 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. | |
(a)(2) | 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. | |
(b) | 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. | |
(c) | Not Applicable. | |
(d)(1) | 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. | |
(d)(1)(i) | 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. | |
(d)(2) | Amended and Restated Management Agreement, as of October 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, effective June 16, 2015, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)), filed on October 31, 2016. | |
(d)(2)(i) | 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. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)(i)), filed on October 31, 2016. | |
(d)(3) | 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. | |
(d)(3)(i) | 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 Multi-Manager Alternative Strategies 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. | |
(d)(3)(ii) | 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 Multi-Manager Directional Alternative Strategies 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. |
(d)(4) | 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. | |
(d)(4)(i) | 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. | |
(d)(5) | 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. | |
(d)(6) | 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. | |
(d)(7) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC dated February 6, 2013, last amended January 25, 2017, is filed herewith as Exhibit (d)(7) to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(d)(7)(i) | 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. | |
(d)(8) | 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. | |
(d)(8)(i) | 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. | |
(d)(8)(ii) | 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. | |
(d)(8)(iii) | 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. | |
(d)(8)(iv) | 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. |
(d)(8)(v) | 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. | |
(d)(8)(vi) | 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. | |
(d)(8)(vii) | 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. | |
(d)(9) | 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. | |
(d)(10) | 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. | |
(d)(11) | 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. | |
(d)(12) | 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. | |
(d)(12)(i) | 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. | |
(d)(13) | 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. | |
(d)(14) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of Multi-Manager Directional Alternative Strategies 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. |
(d)(15) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Analytic Investors, LLC, on behalf of Multi-Manager Directional Alternative Strategies 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. | |
(d)(16) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of Multi-Manager Growth Strategies Fund effective February 7, 2017, is incorporated by reference to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on February 7, 2017. | |
(d)(17) | 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. | |
(d)(18) | 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. | |
(d)(19) | 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. | |
(d)(20) | 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. | |
(d)(21) | Management Agreement between Columbia Management Investment Advisers, LLC and ASGM Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies 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. | |
(d)(22) | Management Agreement between Columbia Management Investment Advisers, LLC and ASMF Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies 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. | |
(e)(1) | 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. | |
(e)(1)(i) | 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. |
(e)(2) | Form of Mutual Fund Sales Agreement is filed herewith as Exhibit (e)(2) to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(f) | 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. | |
(g)(1) | 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. | |
(g)(2) | Addendum to Master Global Custody Agreement (related to Multi-Manager Alternative Strategies Fund, Multi-Manager Total Return Bond Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund and Multi-Manager Growth Strategies 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. | |
(g)(3) | 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. | |
(g)(4) | 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. | |
(g)(5) | 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. | |
(g)(6) | Addendum to Master Global Custody Agreement (related to Multi-Manager Directional Alternative Strategies 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. | |
(h)(1) | 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. | |
(h)(1)(i) | 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 incorporated by reference to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)(i)), filed on February 7, 2017. | |
(h)(2) | 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. |
(h)(3) | 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. | |
(h)(3)(i) | 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. | |
(h)(4) | 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. | |
(h)(4)(i) | 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. | |
(h)(5) | 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. | |
(h)(6) | 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. | |
(h)(7) | 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. | |
(h)(8) | 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. | |
(h)(8)(i) | 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. | |
(i)(1) | 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. | |
(i)(2) | 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. |
(i)(3) | 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. | |
(i)(4) | 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. | |
(i)(5) | 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. | |
(i)(6) | 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. | |
(i)(7) | 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. | |
(i)(8) | 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. | |
(i)(9) | 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. | |
(i)(10) | Opinion of Counsel of Ropes & Gray LLP, with respect to Multi-Manager Directional Alternative Strategies 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. | |
(j)(1) | 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. | |
(j)(2) | Consent 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 January 25, 2017, is filed herewith as Exhibit (m)(1) to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(m)(2) | Amended and Restated Shareholder Servicing Plan, as of January 25, 2017, for certain Fund share classes of the Registrant, is filed herewith as Exhibit (m)(2) to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(m)(3) | Amended and Restated Shareholder Services Plan for Registrants Class V (formerly known as 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 Registrants Class V (formerly known as 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. | |
(o) | Reserved. | |
(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 incorporated by reference to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(2)), filed on February 7, 2017. | |
(p)(3) | Code of Ethics of AQR Capital Management, LLC (a subadviser of Multi-Manager Alternative Strategies Fund and Multi-Manager Directional Alternative Strategies 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 Multi-Manager Small Cap Equity Strategies 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 Multi-Manager Small Cap Equity Strategies 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 Multi-Manager Total Return Bond Strategies 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 Multi-Manager Alternative Strategies Fund and Multi-Manager Total Return Bond Strategies 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 Multi-Manager Alternative Strategies 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 Multi-Manager Small Cap Equity Strategies 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 Multi-Manager Small Cap Equity Strategies 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 Multi-Manager Growth Strategies Fund and Multi-Manager Total Return Bond Strategies 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 Multi-Manager Small Cap Equity Strategies 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 Multi-Manager Directional Alternative Strategies 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 Multi-Manager Directional Alternative Strategies 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 Multi-Manager Growth Strategies Fund), effective December 30, 2016, is incorporated by reference to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(15)), filed on February 7, 2017. | |
(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 Registrants 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 Registrants 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 Registrants 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 Persons 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 Registrants 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 Registrants trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrants investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrants 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 Registrants organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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. DAlessandro | Vice President and Assistant Secretary | Assistant Secretary | ||
Christopher O. Petersen | Vice President and Assistant Secretary | President and Principal Executive Officer | ||
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. |
(c) Not Applicable.
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder include:
| Registrant, 225 Franklin Street, Boston, MA 02110; |
| Registrants investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110; |
| Registrants subadviser, Analytic Investors, LLC, 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013; |
| Registrants subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830; |
| Registrants subadviser, Boston Partners Global Investors, Inc., 909 Third Avenue, New York, NY 10022; |
| Registrants subadviser, BMO Asset Management, Corp., 115 South LaSalle Street, 11 th Floor, Chicago, IL, 60603; |
| Registrants subadviser, Conestoga Capital Advisors, LLC, 550 East Swedesford Road, Suite 120, Wayne, PA 19087; |
| Registrants subadviser, Dalton, Greiner, Hartman, Maher & Co., 565 Fifth Avenue, Suite 2101, New York, NY 10017; |
| Registrants subadviser, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, CA 92007; |
| Registrants subadviser, Loomis, Sayles and Company, L.P., One Financial Center, Boston, MA 02111; |
| Registrants subadviser, Los Angeles Capital Management and Equity Research, Inc., 1150 Santa Monica Blvd., Suite 200, Los Angeles, CA 90025; |
| Registrants subadviser, PGIM, Inc./Prudential Financial, Inc., 655 Broad Street, Newark, NJ 07102; |
| Registrants subadviser, TCW Investment Management Company LLC, 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017; |
| Registrants subadviser, Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom; |
| Registrants subadviser, Water Island Capital, LLC, 41 Madison Avenue, 42nd floor, New York, NY 10010; |
| Registrants provider of advisory service as delegated by DGHM, Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, FL 34102; |
| Registrants former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110; |
| Registrants former subadviser, Federated Investment Management Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779; |
| Registrants former subadviser, Nordea Investment Management North America, Inc., 437 Madison Avenue, New York, NY 10022; |
| Registrants former subadviser, RS Investment Management Co. LLC, 388 Market Street, Suite 1700, San Francisco, CA 94111; |
| Registrants former subadviser, Wasatch Advisors Inc, 505 Wakara Way, 3 rd Floor, Salt Lake City, UT 84108; |
| Registrants principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA, 02110; |
| Registrants transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA, 02110; |
| Registrants custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19 th Floor, New York, NY 10005; and |
| Registrants former custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111. |
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 29th day of March, 2017.
COLUMBIA FUNDS SERIES TRUST I | ||
By: |
/s/ Christopher O. Petersen |
|
Christopher O. Petersen | ||
President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 29th day of March, 2017.
Signature | Capacity | Signature | Capacity | |||
/s/ Christopher O. Petersen Christopher O. Petersen |
President (Principal Executive Officer) |
/s/ Charles R. Nelson* Charles R. Nelson |
Trustee | |||
/s/ Michael G. Clarke* Michael G. Clarke |
Chief Financial Officer (Principal Financial Officer) Chief Accounting Officer (Principal Accounting Officer) |
/s/ John J. Neuhauser* John J. Neuhauser |
Trustee | |||
/s/ Douglas A. Hacker* Douglas A. Hacker |
Chair of the Board |
/s/ Patrick J. Simpson* Patrick J. Simpson |
Trustee | |||
/s/ Janet L. Carrig* Janet L. Carrig |
Trustee |
/s/ William F. Truscott* William F. Truscott |
Trustee | |||
/s/ Nancy T. Lukitsh* Nancy T. Lukitsh |
Trustee |
/s/ Anne-Lee Verville* Anne-Lee Verville |
Trustee | |||
/s/ David M. Moffett* David M. Moffett |
Trustee |
* | By: /s/ Joseph D Alessandro |
Name: Joseph D Alessandro**
Attorney-in-fact
** | 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. |
SIGNATURES
ASGM Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASGM Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and The State of Minnesota on the 29th day of March, 2017.
ASGM OFFSHORE FUND, LTD. | ||
By: |
/s/ Christopher O. Petersen |
|
Christopher O. Petersen | ||
Director |
This Amendment to the Registration Statement for Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASGM Offshore Fund, Ltd., has been signed below by the following persons in the capacities indicated on the 29th day of March, 2017.
Signature | Capacity | |
/s/ Amy K. Johnson* Amy K. Johnson |
Director, ASGM Offshore Fund, Ltd. | |
/s/ Anthony P. Haugen* Anthony P. Haugen |
Director, ASGM Offshore Fund, Ltd. | |
/s/ Christopher O. Petersen Christopher O. Petersen |
Director, ASGM Offshore Fund, Ltd. |
* | By: /s/ Joseph D Alessandro |
Name: Joseph D Alessandro**
Attorney-in-fact
** | Executed by Joseph D Alessandro on behalf of Amy K. Johnson and Anthony P. Haugen pursuant to Powers of Attorney, dated May 11, 2016, and incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibits (q)(4) and (q)(5), respectively), filed with the Commission on May 27, 2016. |
SIGNATURES
ASMF Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASMF Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and The State of Minnesota on the 29th day of March, 2017.
ASMF OFFSHORE FUND, LTD. | ||
By: |
/s/ Christopher O. Petersen |
|
Christopher O. Petersen | ||
Director |
This Amendment to the Registration Statement for Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASMF Offshore Fund, Ltd., has been signed below by the following persons in the capacities indicated on the 29th day of March, 2017.
Signature | Capacity | |
/s/ Amy K. Johnson* Amy K. Johnson |
Director, ASMF Offshore Fund, Ltd. | |
/s/ Anthony P. Haugen* Anthony P. Haugen |
Director, ASMF Offshore Fund, Ltd. | |
/s/ Christopher O. Petersen Christopher O. Petersen |
Director, ASMF Offshore Fund, Ltd. |
* | By: /s/ Joseph D Alessandro |
Name: Joseph D Alessandro**
Attorney-in-fact
** | Executed by Joseph D Alessandro on behalf of Amy K. Johnson and Anthony P. Haugen pursuant to Powers of Attorney, dated May 11, 2016, and incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibits (q)(4) and (q)(5), respectively), filed with the Commission on May 27, 2016. |
Exhibit Index
(d)(7) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC dated February 6, 2013, last amended January 25, 2017. | |
(e)(2) | Form of Mutual Fund Sales Agreement. | |
(m)(1) | Amended and Restated Distribution Plan, as of January 25, 2017. | |
(m)(2) | Amended and Restated Shareholder Servicing Plan, as of January 25, 2017, for certain Fund share classes of the Registrant. |
AMENDMENT NO. 2
TO THE SUBADVISORY AGREEMENT
This Amendment No. 2 (the Amendment), made and entered into as of January 25, 2017, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (Investment Manager) and TCW Investment Management Company LLC, a Delaware limited liability company (Subadviser), dated February 6, 2013 and amended January 24, 2014 (the Agreement).
WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to an additional mutual fund, Active Portfolios ® Multi-Manager Alternatives Fund, and Subadviser is willing to render such investment advisory services; and
WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto, to add, effective March 29, 2017, Active Portfolios ® Multi-Manager Alternatives Fund as a Fund covered by the Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. | Inclusion of additional Fund . All references to the Fund in the Agreement shall be, and hereby are, changed to the Funds, and shall mean those Funds identified on the amended Schedule A attached to this Amendment. |
Schedule A . Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto.
2. | Portfolio Management . Section 1(a) of the Agreement shall be, and hereby is, amended by adding the following as paragraph 1(a)(iii)(D): |
Derivatives Authority . Subadviser is authorized on behalf of each Fund, consistent with the investment discretion delegated to Subadviser herein, and is hereby appointed as each Funds agent and attorney in fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadvisers execution thereof, agreements and execute any documents on behalf of each Fund (e.g. any futures or derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable) required with respect to any investments made for each Fund (such documentation includes but is not limited to any market and/or industry standard
documentation and the standard representations contained therein); (ii) acknowledge the receipt of brokers risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iii) open, continue and terminate brokerage accounts and other brokerage arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of each Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for each Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for each Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of each Fund with respect to any investments made in accordance with the Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement.
3. | Portfolio Management . Section 1(a) of the Agreement shall be, and hereby is, amended by adding the following as paragraph (vi): |
(vi) | Management of Funds with Multiple Subadvisers . Subadvisers responsibilities for providing services to a Fund shall be limited to the portion of the Funds assets allocated to Subadviser (Subadviser Account). Subadviser shall not, without the prior approval of Investment Manager, effect any transactions that would cause the Subadviser Account, treated as a separate fund, to be out of compliance with the Funds investment objectives, policies and restrictions. Subadviser shall not consult with any other subadviser of a Fund concerning transactions for the Fund in securities or other assets. |
4. | Duration . The first sentence of Section 9 shall be, and hereby is, deleted and replaced with the following sentence: |
Unless sooner terminated as provided herein, this Agreement, with respect to each Fund identified on Schedule A (as amended
from time to time), shall continue from the date of its execution only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated with respect to a Fund, 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.
5. | The following shall be, and is hereby added as Section 23 to the Agreement: |
No Third-Party Beneficiaries . Each 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 Funds), 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 Funds, all of which rights, benefits, duties, and obligations are hereby expressly excluded.
6. | Notices . Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following: |
Subadviser:
TCW Investment Management Company LLC
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
Tel: ( ) -
Fax: ( ) -
with a copy to:
Tracy Gibson
TCW Investment Management Company LLC
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
Tel: (213) 244-1011
Fax: (213) 244-0761
Email: tracy.gibson@tcw.com
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
7. | Schedule A . Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto. |
8. | Miscellaneous . Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. This Amendment may be executed in counterparts, each of which will be deemed an original and all of which together will be deemed to be one and the same agreement. As modified herein, the Agreement is confirmed and remains in full force and effect. |
9. | Duration and Termination . Section 9(c) to the Agreement shall be, and hereby is, deleted and replaced with the following: |
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 Funds 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.
[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the day and year first above written.
Columbia Management Investment Advisers, LLC | TCW Investment Management Company LLC | |||||||
By: | /s/ David A. Weiss | By: | /s/ David Lippman | |||||
Signature | Signature | |||||||
Name: | David A. Weiss | Name: | David Lippman | |||||
Printed | Printed | |||||||
Title: |
Vice President and Assistant Secretary |
Title: |
CEO |
AMENDMENT NO. 2
TO THE SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED DATA]
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
MUTUAL FUND SALES AGREEMENT
Ladies and Gentlemen:
We are the exclusive distributor of the shares of the funds of the fund families set forth on Schedule A hereto (collectively, together with any funds that may hereafter become part of such fund families, the CMID Distributed Funds). We invite you to participate in the offer and sale of the shares of those CMID Distributed Funds (or classes thereof) as we may determine from time to time (each a Fund and collectively the Funds) on the terms set forth below.
1. Effective Date : This Agreement shall become effective on the date set forth on the signature page hereto.
2. Your Regulatory Status : If you are a registered broker or dealer under the Securities Exchange Act of 1934 (1934 Act), you agree that the terms in Schedule B apply. Otherwise, you agree that the terms in Schedule C apply.
3. Appointment : We appoint you to provide the services set forth in this Agreement on a non-exclusive basis, subject to and in compliance with all terms of this Agreement, the Funds then-current prospectuses and statements of additional information including any supplements thereto (collectively, the Prospectus), the Funds new account applications, applicable laws, regulations and rules of self-regulatory or clearing organizations (collectively Applicable Law) and such procedures and instructions as we may communicate to you.
4. Offer and Sale of Fund Shares :
(a) | You agree to offer and sell the Funds shares, but to do so only in the states and other jurisdictions in which we have indicated to you that you may make such offers and sales. You may act either as principal or as agent of your customers (Customers) who purchase Fund shares through you. In connection with your offers and sales of Fund shares, you agree that we have no responsibility for determining whether the Funds shares are suitable for your Customers. You agree never to make any statement or representation in connection with us, our affiliates or the Funds other than that as contained in the Prospectus, shareholder reports and sales literature issued by us (Sales Literature) or as otherwise approved in writing by us. |
(b) | If you sell shares for which a distribution plan has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act), you agree to provide reasonable sales support assistance, including forwarding Sales Literature to your Customers and providing other sales support assistance as we may request. You shall perform all support services in a professional, competent and timely manner. |
(c) |
We shall furnish you upon request with a reasonable quantity of copies of the Sales Literature. If we supply you with copies of any Fund prospectus or statement of additional information supplements, you agree to affix copies of the supplements as appropriate and distribute only appropriately supplemented prospectuses or statements of additional information. You agree not to use Sales Literature with your Customers unless accompanied or preceded by the Prospectus. You agree not to amend or translate any Sales |
Literature. You agree that any supplemental literature we provide you regarding hypothetical investments may be used only in one-on-one presentations within the meaning of the rules of the Financial Industry Regulatory Authority (FINRA). |
(d) | You shall submit any sales literature or materials or advertising you prepare regarding the Funds to us for our prior approval. We may withdraw our approval of any such materials upon notice. You shall then immediately discontinue using those materials. You are responsible for ensuring that any such materials are prepared and distributed in accordance with Applicable Law, including any filing obligations. |
(e) | You agree that you will not forward or make available to your Customers any institutional communications (as such term is defined in FINRA Conduct Rules) or excerpts thereof that we may provide to you. |
5. Purchase, Redemption and Exchange of Fund Shares :
(a) | You agree: (i) to offer and sell each class of each Funds shares at the applicable public offering price; (ii) that redemptions of shares will be made at the net asset value of such shares, less any applicable deferred sales charges or redemption fees; and (iii) that exchanges of shares will be made at the net asset value of such shares, less any applicable sales charges and/or redemption fees, all as provided in the Prospectus. |
(b) | All purchase and exchange orders are subject to acceptance and confirmation by us, the Funds and their transfer agent (the Transfer Agent). You agree to date and time stamp all orders you receive and to forward all orders to the Transfer Agent in proper form for processing at the next-determined share price after your receipt. |
(c) | You agree to offer and sell the Funds shares in compliance with the Funds Prospectus requirements and you further agree that you have systems, procedures and/or policies in place designed to ensure that you are complying with all terms of this Agreement, the Prospectus requirements and all relevant rules and regulations regarding the handling of mutual fund share orders on a timely basis. |
(d) | You may not make any conditional or contingent orders for any Funds shares. We may in our sole discretion reject any purchase order in whole or in part. We also may in our discretion suspend sales or withdraw the offering of shares, in whole or part, without notice to you. |
(e) | If you place a purchase order and payment for shares is not received or made within the time set forth in the Prospectus, the sale may be canceled without any responsibility or liability on the part of us, the Funds or the Transfer Agent or we may elect to buy the shares. We shall have no liability for any check or other item returned unpaid to you after you have paid us on behalf of a Customer. |
(f) | If you place a redemption order and the Transfer Agent does not receive instructions in proper form, including any outstanding certificates, within the time set forth in the Prospectus, the redemption may be canceled without any responsibility or liability on the part of us, the Funds or the Transfer Agent or we may elect to buy the shares redeemed. We may refuse to liquidate an investment or part of an investment unless we receive your Customers signed authorization of the liquidation. |
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(g) | You agree that if a Customers Fund shares are redeemed within seven business days after the confirmation of the original order, you will refund the full concession allowed. The provisions of this sub-Section shall survive the termination of this Agreement. |
(h) | You agree to be responsible to the Funds, the Transfer Agent and us for any losses, claims, damages or expenses resulting from your: (i) failure to make any payment for, or settle any redemption of, Fund shares pursuant to this Agreement or (ii) correction or cancellation of any order after its trade date. You will immediately pay such loss, claim, damage or expense to us, the Transfer Agent or the Funds, as appropriate, upon notification. |
(i) | You acknowledge that the Funds do not issue share certificates. |
(j) | You further agree: |
(i) | to purchase shares only to cover purchase orders you already have received, or for your own investment; |
(ii) | to maintain records of all transactions in Fund shares made through you and to furnish us with copies on request; |
(iii) | not to withhold placing Customers orders for shares so as to profit as a result of such withholding; |
(iv) | to comply with the standards for reducing or eliminating sales charges as set forth in the Prospectus and to not place orders for Fund shares in amounts just below the breakpoint at which sales charges are reduced so as to benefit from a higher sales charge applicable to the amount below the breakpoint; and |
(v) | to purchase Fund shares only through us. |
6. Shareholder Information : The terms of Schedule 22c-2 hereto are incorporated herein by reference.
7. Servicing Beneficial Owners of Fund Shares : If your Customers hold positions in shares of a class or classes upon which you receive shareholder servicing or shareholder administration fees, you agree that the provisions of Schedule D shall apply.
8. Compensation :
(a) | The total sales charges and your dealer concessions (if any) on each purchase of Fund shares shall be as stated in the Prospectus, subject to Applicable Law including FINRA rules. You must notify the Transfer Agent that an order qualifies for a reduction in, or waiver of, sales charges at the time of the order placement in order for the Customer to obtain the reduction or waiver. If you fail to so notify, neither we, the Transfer Agent nor any of the Funds will be liable for reimbursing the Customer for the reduction or waiver that should have been effected. You agree to ensure that every Customer receives the benefit of any appropriate reduction in or waiver of a sales charge as described in the Prospectus. There is no sales charge or discount on reinvested dividends. |
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(b) | As compensation for the sales support assistance described in sub-Section 4(b), we also may arrange for you to be paid a periodic fee based upon a percentage of the average daily net asset value of the respective Funds shares attributable to you. We will inform you of the amount of the fee (if any) and may arrange for the fee payable to be changed upon prior notice. Our liability to you for the payment of a distribution or service fee related to a Fund for any period is limited solely to the proceeds of that Funds distribution or service fee actually received by us for such period. We may stop paying distribution and service fees for any Fund at any time without notice to you. Each Fund reserves the right to establish and change minimum asset amounts at the representatives level and dealer level as conditions for its obligations to pay service fees. |
(c) | You may charge reasonable service fees to your Customers for processing exchange or redemption orders, provided you disclose the fees to your Customers and that such fees do not constitute sales loads as defined in Section 2(a)(35) of the 1940 Act. |
9. Compliance with Law :
(a) | You represent and warrant to us that: (i) your compliance personnel have sufficient expertise and experience to implement this Agreement in accordance with its terms; (ii) you have in place compliance systems, policies and procedures designed to detect and prevent late trading of mutual fund shares; and (iii) you have adequate qualified personnel and systems to comply with any restrictions and limitations on purchases, redemptions and exchanges described in the Prospectus, including any restrictions or prohibitions relating to frequent purchases and redemptions (i.e., market timing) and any share purchase eligibility requirements. |
(b) | You agree to comply with Applicable Law and, if applicable, the rules of the National Securities Clearing Corporation (NSCC). You shall have sole responsibility for the registration and licensing of persons selling Fund shares on your behalf and the manner of sale of Fund shares by you or those that sell on your behalf. |
(c) | You agree to cooperate fully with any and all efforts by us or the Funds to assure ourselves that you have implemented effective compliance policies and procedures administered by qualified personnel including, without limitation: |
(i) | permitting us and the Funds to become familiar with your operations and understand those aspects of your operations that expose us or the Funds to compliance risks; |
(ii) | permitting us and the Funds to maintain an active working relationship with your compliance personnel; |
(iii) | providing us and the Funds with periodic and special reports in the event of compliance problems; |
(iv) | providing us and the Funds with such certifications as we may require on a periodic or special basis; and |
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(v) | making your personnel and applicable policies and procedures available to such audit personnel as we or the Funds may designate to audit the effectiveness of your compliance controls. |
10. Customer Instructions :
(a) | You represent and warrant that you have full authority to act on behalf of each Customer and will act only in accordance with the scope of your authority when acting on behalf of the Customer. |
(b) | If a Customers account with a Fund is established without the Customer signing an account application, you represent and warrant that the instructions relating to account establishment and shareholder options (whether on the account application, in another document or orally) are in accordance with the Customers instructions. |
(c) | You agree to provide all necessary information for us and the Funds to comply properly with all federal, state and local reporting requirements for your Customer accounts. You represent and warrant that all Taxpayer Identification Numbers (TINs) you provide are certified and that you will not establish an account without a certified TIN. |
(d) | You agree to be responsible to the Funds, the Transfer Agent and us for any losses, claims, damages or expenses resulting from acting upon such authority, instructions and performance. |
11. Distribution of Information to Shareholders : You agree that we, the Funds and the Transfer Agent may mail or otherwise distribute to Fund shareholders any material concerning the Funds or other funds or services. If you hold Fund shares in record name or as nominee for your Customers, all Prospectuses, proxy statements, shareholder reports, and other printed material will be sent to you, and any confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all Customers for whose account you hold Fund shares.
12. Nature of Relationship : You have no authority to act as agent for, partner of, or participant in a joint venture with, the Funds or us or any of our affiliates. Nothing in this Agreement shall constitute either of us the agent of the other or you or the Funds the agent of each other, except that you shall be deemed an agent of the Funds for the sole and limited purpose of receiving orders for Fund shares pursuant to sub-Section 5(b), to the extent that such an agency relationship is required by Applicable Law.
13. Protection Against Unauthorized Use of Recordkeeping Systems : You agree to provide such security as is necessary to prevent any unauthorized use of the Funds recordkeeping systems, accessed via any computer hardware or software provided to you by us or the Transfer Agent.
14. Reports : Upon our request, you agree to report to us in writing on the amounts you spend in connection with providing services pursuant to Section 4 and their purposes. You also agree to cooperate with us in our reporting to the Board of Trustees of CMID Distributed Funds or regulators concerning this Agreement and the amounts you spend.
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15. Disclosures to Shareholders : You agree to disclose your compensation under this Agreement, together with any other compensation you receive in connection with your Customers investments in Fund shares, to your Customers as required by Applicable Law and to the extent necessary to ensure that your Customers fully understand all such compensation and any conflicts of interest related to your receipt of such compensation. You also agree and warrant that your Customers will authorize your compensation and that your compensation will not be excessive or unreasonable.
16. Privacy and Confidential Information :
(a) | Confidential Information means this Agreement and all proprietary information, data, trade secrets, business information and other information of any kind which (a) a party (Discloser) discloses to the other party (Recipient) or to which Recipient obtains access in connection with this Agreement and (b) relates to (i) the Discloser, (ii) in your case, us, the Funds, the Transfer Agent or our affiliates, or (iii) third-party suppliers or licensors who have made confidential or proprietary information available. Confidential Information includes Customer and account information. |
(b) | The Recipient shall not disclose or use Confidential Information other than in the course of ordinary business to carry out the purpose for which the Confidential Information was provided to the Recipient. The Recipient also shall not disclose Customer information on other than a need to know basis and then only to: (i) Recipients employees or officers; (ii) affiliates of Recipient provided they shall be restricted in use and redisclosure to the same extent as Recipient; or (iii) carefully selected subcontractors that have entered into confidentiality agreements no less restrictive than the terms of this Agreement; or pursuant to the exceptions set forth in 15 USC 6802(e) and associated regulations. Prior to any disclosure of Confidential Information as required by law, the Recipient shall (i) notify the Discloser of any actual or threatened legal compulsion of disclosure and any actual legal obligation of disclosure immediately upon becoming so obligated and (ii) cooperate with the Disclosers reasonable, lawful efforts to resist, limit or delay disclosure. Nothing in this Section shall require any notice or other action by us or our affiliates in connection with requests or demands for Confidential Information by applicable regulators. The restrictions set forth herein shall survive the termination of this Agreement. |
(c) | These confidentiality obligations do not apply to information which: Recipient already rightfully possesses when disclosed by Discloser; Recipient independently develops; becomes publicly known other than by breach of this Section; or Recipient rightfully receives from a third party without the obligation of confidentiality. |
(d) | You acknowledge that we must comply with the information security standards of the Gramm-Leach-Bliley Act (15 USC 6801, 6805(b)(1)) and the regulations promulgated thereunder and with other statutory and regulatory requirements as well as our internal information security program. You will reasonably assist us in complying and conforming with our information protection policies. We will inform you of our requirements in this regard. |
17. Know Your Customer/Anti-Money Laundering : Upon request, you will promptly provide us such documentation regarding your know your customer and anti-money laundering policies and/or evidencing the identity of the beneficial owners of Fund shares as is necessary to permit us, the Funds and the Transfer Agent to comply with applicable know
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your customer and anti-money laundering laws and regulations. You agree to monitor for suspicious transactions and to assist us in monitoring for such transactions upon our or the Funds request. You further represent and warrant that you: (i) have established policies and procedures designed to prevent and detect money laundering and to meet applicable anti-money laundering legal and regulatory requirements; (ii) have procedures to ensure that none of your Customers holding Fund shares appear on or are covered by any lists of prohibited persons, entities, and jurisdictions maintained and administered by the U.S. Treasury Departments Office of Foreign Assets Control (OFAC); (iii) have identified, will continue to identify and will retain all documentation necessary to identify your Customers and their sources of funds; and (iv) do not believe, have no current reason to believe and will notify us immediately if you come to have reason to believe that any of your Customers holding Fund shares through you are engaged in money-laundering activities or are associated with any terrorist or other individuals, entities or organizations sanctioned by the United States or the jurisdictions in which you do business, or appear on any lists of prohibited persons, entities, and jurisdictions maintained and administered by OFAC.
18. Indemnification : You shall indemnify and hold harmless us, each Fund, the Transfer Agent, and our and their respective subsidiaries, affiliates, officers, directors, trustees, agents and employees from all direct or indirect liabilities, damages, losses, costs or expenses (including attorneys fees) arising from, related to or otherwise connected with (i) any breach by you of any provision of this Agreement; (ii) any violation by you of Applicable Law; or (iii) any actions or omissions by us, any Fund, the Transfer Agent, and our and their subsidiaries, affiliates, officers, directors, trustees, agents and employees made in reliance upon any instructions believed to be genuine and to have been given on your behalf. The provisions of this Section shall survive the termination of this Agreement.
19. Third Party Beneficiaries : Each Fund is an intended third party beneficiary of Section 3 of Schedule D of this Agreement. Each Fund and the Transfer Agent are intended third party beneficiaries of Section 5(h) of this Agreement. Each Fund, the Transfer Agent and their respective subsidiaries, affiliates, officers, directors, trustees, agents and employees are intended third party beneficiaries of Section 18 of this Agreement. Any such intended third party beneficiary shall be treated as a party to this Agreement solely to the extent necessary for such third party beneficiary to enforce its rights under this Agreement.
20. Clearing Services : If you provide brokerage clearing services to financial intermediaries who wish to sell Fund shares (Originating Firms), the terms of Schedule E shall apply.
21. NSCC : If you and we use the services of the NSCC, the terms of Schedule F shall apply.
22. Wrap and Similar Programs : If you intend to offer and sell the Funds shares through a wrap or similar managed account, you shall be subject to a separate supplement with us regarding the treatment of such account, which shall be incorporated by reference into and considered a part of this Agreement.
23. Amendment and Termination of Agreement : From and after the Effective Date, this Agreement shall cancel and supersede any and all prior similar agreements or contracts relating to the distribution of the shares between you and the Funds or their distributor. We reserve the right to amend or assign (to the extent assignment is permitted under Applicable Law) this Agreement at any time. You shall accept any amendment to or assignment of this Agreement by us by placing an order after the date set forth in any notice of amendment or
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assignment we send you. This Agreement shall automatically terminate upon its assignment (as defined in the 1940 Act). You shall provide us reasonable written notice of such an assignment. Either party may terminate this Agreement upon reasonable written notice and all obligations to make payments under this Agreement shall terminate upon such termination. This Agreement also may be terminated automatically and without payment of penalty with respect to a Fund by a vote of the majority of the independent directors/trustees of the legal entity of which the Fund is a series, or upon 60 days notice by a vote of the majority (as defined in the 1940 Act) of the Funds outstanding shares.
24. Notices :
You will send any notice to us by first class mail, postage prepaid, or by confirmed telefacsimile at:
Columbia Management Investment Services Corp.
Attn: Dealer File Department
225 Franklin Street
BX25 10320
Boston, MA 02110
Telefacsimile: (617) 747-0675
We or the Funds will send any notice to you by first class mail, postage prepaid, or by confirmed telefacsimile to you at your address or telefacsimile number as set forth below or such other address or telefacsimile number as we may reasonably believe appropriate.
Firm:
Attn:
Address:
Telephone:
Telefacsimile:
A party that changes its address or telefacsimile number shall promptly notify the other party.
25. Use of Trademarks, Servicemarks and Fund Names : We, our affiliates and the Funds own certain registered trademarks, service marks and Fund names (collectively, the Logos). If you wish to include Logos in your promotional materials (collectively, Sales Materials) or use a Logo as a hyperlink from an Internet Web site you own and/or control, we grant you a non-exclusive, non-transferable, royalty-free license to use the Logos in Sales Materials and as a hyperlink, provided:
(a) | You agree that we, our affiliates and the Funds own all rights, title and interest in the Logos. You agree to do nothing inconsistent with our, our affiliates and the Funds ownership of the Logos and not to contest or aid anyone contesting any registration or application for registration of the Logos by us, our affiliates and the Funds; |
(b) | You agree to use the Logos only in the form and manner we pre-approve. You agree to use only those Logos as we may specify as hyperlinks. You shall not use a Logo as a hyperlink in any manner that would imply that we, our affiliates or the Funds endorse or recommend any of your products or services. |
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(c) | You agree to place all necessary and proper notices and legends on the Sales Materials in order to protect our, our affiliates and the Funds interests in the Logos including symbols indicating trademarks, servicemarks and registered trademarks or servicemarks, as we request. |
(d) | You agree to notify us of any unauthorized use of the Logos by others promptly after it comes to your attention and that we have the sole right and discretion to commence actions or other proceedings for infringement, unfair competition or the like involving the Logos. You shall cooperate in any such proceedings if we request. |
(e) | The license granted shall terminate automatically upon our notice or upon termination of this Agreement. In those events, you agree to cease using all Logos in Sales Materials immediately and to destroy at your expense all Sales Materials in your possession bearing the Logos. You also agree that all rights in the Logos and in any connected goodwill shall remain our property. |
26. Governing Law/Dispute Resolution :
(a) | This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to conflict of laws principles. |
(b) | It is agreed and understood that if you are a member of FINRA, to the extent applicable the rules of FINRA will apply to resolution of disputes between you and us. You further agree that if for any reason any dispute under this Agreement is not subject to resolution through dispute resolution procedures of FINRA and cannot be resolved through informal discussion between you and us, the dispute will be submitted to mediation administered by JAMS (Judicial Arbitration and Mediation Service) at the JAMS office located in Boston, Massachusetts. Any such mediation will be conducted with a JAMS mediator and under then-applicable JAMS rules and procedures. You and we will share equally the fees of JAMS and the mediator, but will bear your or our respective attorneys fees and other expenses of participating in the mediation. If the dispute is not resolved through informal discussion or mediation, you or we may file a lawsuit in Massachusetts. You hereby consent to the jurisdiction of the state or federal courts in the state of Massachusetts to adjudicate any such lawsuit and to bring any such lawsuit only in a state or federal court in Massachusetts. Further, you agree that trial of any such lawsuit will be conducted without a jury, that any and all issues of fact or law will be determined by the court sitting without a jury, and that the court will determine and enter the verdict in the trial of any such lawsuit. You waive any right to trial by jury of any lawsuit involving any dispute under this Agreement. |
27. Miscellaneous :
(a) | This Agreement is in all respects subject to the Conduct Rules of FINRA, which shall control and override any provision to the contrary in this Agreement. You acknowledge that this Agreement is subject to Applicable Law, and has been entered into pursuant to Rule 12b-1 under the 1940 Act if you sell shares for which a distribution plan has been adopted pursuant to Rule 12b-1. |
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(b) | If any of your accounts with us pursuant to this Agreement have a debit balance, we may offset and recover the amount owed from any other account you have with us or our affiliates, without notice or demand to you. |
(c) | The headings in this Agreement are for convenience only and are not to be used in interpreting this Agreement. |
(d) | This is the entire agreement and understanding between us and you as to the matters set forth herein. It shall be binding upon the parties when signed by us and accepted by you. |
(e) | This Agreement may be executed in counterparts. |
(f) | The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. |
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COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By: |
Name: |
Title: |
Effective Date: |
You accept this invitation and agree to abide by the foregoing terms and conditions.
Firm name: |
By: |
Name: |
Title: |
Please execute this Agreement in duplicate
and return both copies to us.
11
SCHEDULE A
Fund Families:
Columbia Funds
12
SCHEDULE B
Additional terms for registered broker-dealers:
1. | You represent that you are a member in good standing of FINRA, will comply with the FINRA Conduct Rules and are qualified to act as a broker-dealer in each state or other jurisdiction in which you transact business, and agree to maintain such registrations, qualifications and membership in good standing in full force and effect throughout the term of this Agreement. |
2. | You agree that this Agreement shall automatically terminate without notice if: |
(a) | an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 has been filed against you; |
(b) | the SEC revokes or suspends your registration as a broker-dealer; |
(c) | any national securities exchange or national securities association revokes or suspends your membership; or |
(d) | under any applicable net capital rule of the SEC or any national securities exchange, your aggregate indebtedness exceeds 1,000% of your net capital. |
You agree that you shall notify us immediately of any such proceeding, application, revocation, suspension or indebtedness level.
13
SCHEDULE C
Additional terms for entities that are not registered broker-dealers.
1. | You represent and warrant that you are exempt from registration as a broker-dealer under the U.S. federal securities laws, and that you will conduct your activities hereunder and otherwise in a manner so as to remain exempt from such registration and in compliance with all laws and regulations that are now applicable, or which may become applicable, to you and your activities hereunder. |
2. | You represent and warrant that you are exempt from being required to register or qualify to act as a broker or dealer in the states or other jurisdictions where you transact business. If such exemption becomes no longer available to you, you agree to immediately become registered or qualified to act in such capacity in those jurisdictions where such exemption is no longer available. |
3. | You agree that this Agreement will terminate without notice if any court or regulatory authority with jurisdiction determines that you are acting as a broker, dealer or similar entity on an unregistered basis in violation of Applicable Law. You agree that you shall notify us immediately of any such determination. |
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SCHEDULE D
This Schedule D comprises the agreement pursuant to which you may be compensated for providing administrative support services to your Customers who may from time to time beneficially own shares in one or more of the Funds that have a Board approved shareholder servicing plan. To the extent that any terms of this Schedule D conflict with any other terms of the Agreement, the terms of this Schedule D shall prevail as to the subject matter hereof.
1. Provision of Shareholder Services
(a) | You agree to provide personal services to your Customers who are investors in the Funds and/or maintain shareholder accounts, all to the extent you are permitted to do so under Applicable Law. |
(b) | You shall perform all such services in a professional, competent and timely manner. |
(c) | You will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used in your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the support services contemplated hereby. You and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement. |
(d) | You represent, warrant and agree that the services described in Section 1(a) of this Schedule D are primarily intended to provide administrative support to your Customers who own shares of the Funds, not to sell shares issued by the Funds. |
2. Status of Servicing Agent : For all purposes of this Agreement you will be deemed to be an independent servicing agent, and will have no authority to act as agent for us or the Funds in any other capacity, except as expressly provided herein.
3. Indemnification
By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us and the Funds harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder for the purchase, redemption, transfer or registration of the Funds shares (or orders relating to the same) by or on behalf of Customers.
4. Compensation
(a) | In consideration of the services and facilities provided by you hereunder, we or the Funds may pay to you a periodic fee based upon a percentage of the average daily net asset value of the Fund shares attributable to you up to the maximum fee disclosed in the prospectus as full payment for your services. The fee rate payable to you may be prospectively increased or decreased by the Fund, in their sole discretion, at any time upon notice to you. |
15
(b) | Compensation payable under this Schedule D is subject to, among other things, the FINRA Conduct Rules governing receipt by FINRA members of service fees from registered investment companies (the Service Fee Rule). Such compensation shall only be paid if permissible under the Service Fee Rule and shall not be payable for services that are deemed to be distribution-related services. |
5. Reports
You agree to furnish us and the Funds with such information as we or they may reasonably request (including, without limitation, periodic certifications confirming the provision to Customers of the services described herein), and will otherwise cooperate with us and the Funds (including, without limitation, any auditors or legal counsel designated by us or the Funds), in connection with the preparation of reports to our Board(s) of Directors/Trustees concerning this Agreement and the monies paid or payable by us pursuant hereto, as well as any other reports or filings that may be required by Applicable Law.
6. Agreement Not Exclusive
We or the Funds may enter into other similar agreements with any other person or persons without your consent.
7. Effectiveness and Termination
(a) | The Agreement, including this Schedule D , shall cancel and supersede any and all prior Shareholder Servicing Agreements or similar agreements or contracts relating to the provision of similar support services between you and us or the Funds. |
(b) | Notwithstanding any other provision of the Agreement, this Schedule D is terminable with respect to any series of Shares, without penalty, at any time by the Funds (which termination may be by a vote of a majority of the Directors/Trustees who are not interested persons, as that term is defined in the 1940 Act, of the applicable legal entity for the series of shares, as appropriate) or by you upon written notice to us and the Funds. |
16
SCHEDULE E
Clearing Services
You represent that you and each such Originating Firm are parties to a clearing agreement which conforms to the requirements of Rule 3230 of the FINRA Conduct Rules or, as applicable, the rules of a national securities exchange. In addition, you agree that (a) you are responsible for ensuring that Fund shares are offered and sold by Originating Firms in compliance with all terms and conditions of this Agreement and the Prospectus as if you had conducted such offers and sales yourself and (b) your agreements with each Originating Firm will comply with all arrangements of Regulation S-P of the U.S. Securities and Exchange Commission (SEC) and will require each Originating Firm to adopt policies and procedures that address suitable safeguards for the protection of consumer records and information.
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SCHEDULE F
1. | You may settle Fund share redemptions via NSCC Fund/Serv and without a guaranteed endorsement provided: (a) the wire order redemption request is placed through NSCC Fund/Serv and (b) in the case of certificated shares, the appropriate certificate(s) are received as settlement and the reverse of such certificate(s) is not completed or signed in a manner deemed inconsistent by us or the Transfer Agent. |
2. | If we agree to participate in the NSCC Networking program with you, you and we may execute a separate agreement provided that, to the extent that any terms of this Agreement conflict with the terms of such separate agreement, the terms of this Agreement shall prevail. We agree that you may act through the Transfer Agent, the Networking channels and Fund/Serv without supporting documentation from your Customers (including customers of Originating Firms if you are a clearing broker), provided: |
(a) | You provide all necessary, requested, updating and reconciling information to ensure the accuracy of records and to enable the Transfer Agent to maintain an accurate cross-reference file between Customer records and the Fund account records, which shall remain the official records of all Fund shareholder accounts. You agree that the Transfer Agent will not be responsible for changes to the file until a reasonable time after receipt. |
(b) | You promptly will provide us with all applicable information regarding adverse claims, governmental and legal inquiries and correspondence. |
(c) | You will report to your Customers all information the Funds must report on shareholder confirmations or otherwise under any Applicable Law or the terms of the Prospectus or which we, the Transfer Agent or the Funds provide you. Such reporting shall be complete, accurate and timely. |
(d) | You will ensure that cash distributions are accurately paid to your Customer at the time specified by the Fund and you shall be solely responsible for any liabilities arising from payments reported by Customers as lost, stolen or forged. |
3. | You further agree: that if you are acting as a clearing broker, you have obtained the prior written consent of each Originating Firm to all terms of this Schedule and the separate agreement and that all actions taken will be approved in advance by the applicable Originating Firm; to perform all duties, functions or responsibilities described herein and in any associated Networking Agreement in a businesslike and competent manner; that you or the Originating Firm has the prior sufficient consent of each Customer whose account is to be placed in or transferred to a Networking account, having first informed each Customer in writing of all related material facts; that all your instructions and actions regarding Networked accounts will be accurate, complete and in the appropriate format; that you will be deemed to guarantee in proper order of your Customers signature and the taking of any action as to which the Transfer Agent normally requires a signature guarantee; that you will obtain and maintain, and provide upon request, all documents or information for each Networking account required by Applicable Law; that you will maintain adequate insurance coverage for your obligations hereunder and provide us upon request with an appropriate certificate of insurance; and that you will perform all federal, state and local tax reporting with respect to transactions in shares through the NSCC Fund/Serv program. |
18
SCHEDULE 22c-2
As used in this Schedule 22c-2 , the following terms shall have the following meanings, unless a different meaning is clearly required by the contexts:
The term Intermediary shall mean (i) any broker, dealer, bank, or other entity that holds securities of record issued by the Fund in nominee name; and (ii) in the case of a participant-directed employee benefit plan that owns securities issued by the Fund (1) a retirement plan administrator under ERISA or (2) any entity that maintains the plans participant records.
The term Fund shall mean an open-ended management investment company that is registered or required to register under section 8 of the Investment Company Act of 1940, as amended (1940 Act) and includes (i) an investment adviser to or administrator for the Fund, (ii) the principal underwriter or distributor for the Fund (Fund Agent), or (iii) the transfer agent for the Fund. The term does not include any excepted funds as defined in SEC Rule 22c-2(b) under the 1940 Act.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Fund Agent and the Intermediary hereby agree as follows:
Shareholder Information
a. | Agreement to Provide Information. Intermediary agrees to provide a Fund, Fund Agent or its affiliates or designee promptly upon written request, the taxpayer identification number (TIN), if known, the Individual/International Taxpayer Identification Number (ITIN), or other government-issued identifier (GII) associated with the Shareholder, if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by Intermediary during the period covered by the request. |
i. | Period Covered by Request. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than ninety (90) days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. |
ii. |
Form and Timing of Response. Intermediary agrees to transmit the requested information that is on its books and records to the Fund, Fund Agent or its designee promptly, but in any event not later than five (5) business days, after receipt of a request. If the requested information is not on Intermediarys books and records, Intermediary agrees to: (i) provide or arrange to provide to the Fund the requested information from shareholders who hold an account with an indirect intermediary; or (ii) if directed by the Fund, block further purchases of Fund shares from such indirect intermediary. In such instance, Intermediary agrees to inform the Fund whether it plans to perform (i) or (ii). Responses |
19
required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an indirect intermediary has the same meaning as in SEC Rule 22c-2 under the 1940 Act. |
iii. | Limitations on Use of Information. The Fund and Fund Agent agree not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws. |
b. | Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Fund or Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Funds Shares (directly or indirectly through the Intermediarys account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. |
i. | Form of Instructions. Instructions must include the TIN, ITIN or GII and the participant account number associated with the Shareholder, if known, and the specific restriction(s) to be executed, including how long the restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the participant account number associated with the Shareholder is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates. |
ii. | Timing of Response. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Intermediary. |
iii. | Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund and Fund Agent that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed. |
c. | Definitions. For purposes of this Schedule 22c-2: |
i. | The term Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Intermediary. |
ii. | The term Shareholder means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name. |
iii. | The term written includes electronic writings and facsimile transmissions. |
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AMENDED AND RESTATED DISTRIBUTION PLAN
This Distribution Plan (the Plan) relating to the shares (collectively, the Shares) of the legal entities listed on Exhibits I through IV hereto (each a Trust and collectively, the Trusts), on behalf of each series thereof listed on the applicable exhibit (each a Fund), has been adopted by the trustees of the applicable Trust (the Trustees) in conformity with Rule 12b-1 under the Investment Company Act of 1940 (the 1940 Act). The terms and conditions of this Plan shall apply with respect to each Trust on behalf of each Fund that is a series thereof.
Section 1 . The Trust, on behalf of each Fund that is a series thereof, will pay to Columbia Management Investment Distributors, Inc. (CMID), or to such other person as may from time to time be engaged and appointed to act as the distributor of its Shares (each such person, including CMID, a Distributor), a fee (the Distribution Fee) at an aggregate annual rate not to exceed the percentage of the Funds average daily net assets attributable to such Shares set forth for such Fund on the applicable exhibit, as compensation for services rendered in connection with the sale of such Shares by the Distributor and related expenses incurred by the Distributor. Subject to such limit and subject to the provisions of Section 6 hereof, the Distribution Fee shall be as approved from time to time by (a) the Trustees and (b) the Disinterested Trustees (as defined below). The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Trustees shall determine.
Each distribution agreement shall provide that the Distributor that is a party to such agreement will receive its Allocable Portion of the fee specified in such agreement. Unless and until a person other than CMID shall serve as a distributor of the Shares of any Trust, CMIDs Allocable Portion of the total Distribution Fee payable in respect of such Shares shall be 100%, and thereafter each Distributors Allocable Portion of the total Distribution Fee payable in respect of Shares of any Fund shall be the portion of the Distribution Fee attributable to (i) outstanding Shares of the Fund sold by the Distributor (Commission Shares), plus (ii) Shares of the Fund issued in connection with the exchange of Commission Shares of another Fund and/or Shares of the Fund issued in reinvestment of dividends or capital gain distributions in respect of Commission Shares of another Fund, plus (iii) Shares of the Fund issued in reinvestment of dividends or capital gain distributions in respect of Commission Shares of the Fund; provided that the mechanics of attributing the portion of the Distribution Fee for a Fund to particular Shares for purposes of calculating a Distributors Allocable Portion shall be as agreed by the Trust and the Distributor in light of systems capabilities for tracking the aging, exchange and reinvestment experience of Shares sold by the Distributor.
A Distributor will be deemed to have fully earned its Allocable Portion of the Distribution Fee payable in respect of Shares of a Trust upon the sale of the Commission Shares of the Trust taken into account in determining such Distributors Allocable Portion of such Distribution Fee.
The Distribution Fee shall be payable to the relevant Distributor or, with respect to such portion of the Distribution Fee as the Distributor may from time to time instruct, to the person or persons to whom such Distributor may from time to time instruct the Trust to make payments.
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Section 2 . Payments made to a Distributor pursuant to Section 1 may be used by the Distributor for any purpose, including (but not limited to) to compensate or reimburse the Distributor and any banks, broker/dealers or other financial institutions that have entered agreements with the Distributor in conformity with Section 8 (Selling Agents) for distribution or sales support services rendered, and related expenses incurred, for or on behalf of a Fund. The Distributor may pay all or any portion of the Distribution Fee to any Selling Agents (including, but not limited to, any affiliate of the Distributor) as commissions, asset-based sales charges or other compensation with respect to the sale of the Shares, and may retain all or any portion of the Distribution Fee as compensation for the Distributors services as agent for the distribution of Shares. All payments under this Distribution Plan are intended to qualify as asset-based sales charges as defined in Rule 2830 of the NASD Manual of the Financial Industry Regulatory Authority, Inc. (or any successor provision) as in effect from time to time. Notwithstanding anything contained herein to the contrary, no Fund or class of Shares shall make any payments under the Plan that exceed the maximum amounts payable under applicable rules of the Financial Industry Regulatory Authority, Inc.
Joint distribution or sales support financing with respect to a Fund (which financing may also involve other investment portfolios or companies that are affiliated persons of the Fund, or affiliated persons of the Distributor) shall be permitted in accordance with applicable regulations of the Securities and Exchange Commission as in effect from time to time.
For each Fund Share class, the shareholders of which have approved (or may be deemed to have approved because the plan was adopted before any public offering of such Funds Shares or the sale of such Shares to persons that are not affiliated persons of the Fund or affiliated persons of such persons) a distribution or servicing plan under Rule 12b-1 under the 1940 Act providing for payments in excess of the annual rate at which Distribution Fees are paid hereunder, to the extent any payments made by such Fund pursuant to a Shareholder Servicing Plan and/or Servicing Agreement are deemed to be payments for activity primarily intended to result in the sale of Shares, such payments shall be deemed to have been approved pursuant to this Plan.
Section 3 . Any officer designated by a Trust is authorized to execute and deliver, in the name of and on behalf of the Trust, a written agreement with a Distributor in such a form as may be approved by the Trustees from time to time. Such agreement shall authorize the Distributor to enter into written agreements with Selling Agents, based on such form(s) of sales support agreements as may be approved by the Trustees from time to time and on such additional forms of agreement as the Distributor deems appropriate, provided that the Distributor determines that the Trusts responsibility or liability to any person under, or on account of any acts or statements of any such Selling Agent under, any such sales support agreement does not exceed its responsibility or liability under the form(s) approved by the Trustees, and provided further that the Distributor determines that the overall terms of any such sales support agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Trustees.
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Section 4 . Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
Section 5 . This Plan shall continue in effect with respect to any class of Shares of a Fund for a period of more than one year only so long as such continuance is specifically approved at least annually by votes of a majority of the Trustees and a majority of the Disinterested Trustees (as defined below), cast in person at a meeting called for the purpose of voting on this Plan.
Section 6 . This Plan may not be amended to increase materially the amount to be spent with respect to any class of Shares of a Fund for distribution hereunder without approval by a vote of at least a majority of the outstanding Shares of such class, and all material amendments of this Plan shall be approved in the manner provided for continuation of this Plan in Section 5.
Section 7 . This Plan is terminable at any time with respect to any class of Shares of any Fund by vote of a majority of the Disinterested Trustees, or by vote of a majority of the outstanding Shares of such class.
Section 8 . All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:
A. That such agreement may be terminated with respect to any class of Shares of a Fund at any time, without payment of any penalty, by vote of a majority of the Disinterested Trustees or by vote of a majority of the outstanding Shares of such class, on not more than 60 days written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event of its assignment.
Section 9 . The Trust will preserve copies of this Plan, and any agreement or written report regarding this Plan presented to the Trustees, for a period of not less than six years.
Section 10. As used in this Plan, (a) the term Disinterested Trustees shall mean those Trustees who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms assignment and interested person shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, and the term majority of the outstanding Shares of a class of Shares shall mean the lesser of the 67% or the 50% voting requirements specified in clauses (A) and (B), respectively, of the third sentence of Section 2(a)(42) of the 1940 Act, all subject to such exemptions as may be granted by the Securities and Exchange Commission.
Section 11 . A copy of the Agreement and Declaration of Trust of each Trust is on file with the Secretary of The Commonwealth of Massachusetts. This Plan is adopted by the Trustees as Trustees of each Trust, and not individually, and the obligations of any Trust
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hereunder are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the assets of the Trust, and all persons dealing with the Trust, a Fund or a class of Shares thereof must look solely to the property belonging to the Trust, such Fund or such class of Shares, respectively, for the enforcement of any claims against the Trust, such Fund or such class of Shares.
Approved: | May 11, 2005 | |
Revised: | March 27, 2006 (to reflect fund reorganizations and distributor name change) | |
October 11, 2006 (to reflect fund reorganizations) | ||
December 12, 2007 (to reflect newly formed funds) | ||
October 28, 2008 (to reflect newly formed funds and other changes) | ||
April 20, 2010 (to reflect change of Distributor) | ||
September 7, 2010 (to reflect new share classes) | ||
March 14, 2012 (to reflect fund reorganizations, fund name changes and share class name changes, to add new funds and to establish standard distribution fee arrangements to be applicable to new funds except as the Trustees may otherwise determine) | ||
March 10, 2014 (to reflect newly formed fund and fund name changes) | ||
May 1, 2016 (to reflect fund name changes) | ||
August 17, 2016 (to add the newly formed Active Portfolios ® Multi-Manager Directional Alternatives Fund) | ||
January 25, 2017 (to reflect the addition of new Class T shares) |
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EXHIBIT I
I. List of Funds
Trust | Series | |||
Columbia Funds Series Trust I | All series other than those noted on Exhibits II, IV and V |
II. Fees
Fees are payable as follows with respect to the Funds listed above.
A. PLANS APPLYING TO CLASS A, B AND C SHARES
Except as indicated below, each Fund having Class A, B or C shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class B and C shares.
COLUMBIA INTERMEDIATE MUNICIPAL BOND FUND shall pay an annual distribution fee at the annual rate of 0.65% of the average daily net assets of its Class B and C shares.
B. PLANS APPLYING TO CLASS T AND W SHARES
Each Fund having Class T or W shares shall pay a distribution fee at the annual rate of 0.25% of the average daily net assets of such shares, provided that the Funds combined distribution fee and servicing fee shall not exceed 0.25% of the average daily net assets of such shares.
C. PLANS APPLYING TO OTHER CLASSES OF SHARES
CLASS R SHARES. Class R shares shall pay a distribution fee at the annual rate of 0.50% of the average daily net assets of its Class R shares.
EXHIBIT II
I. List of Funds
Trust |
Series |
|||
Columbia Funds Series Trust I | Columbia Corporate Income Fund | |||
Columbia Intermediate Bond Fund | ||||
Columbia High Yield Municipal Fund | ||||
Columbia Dividend Income Fund | ||||
Columbia Large Cap Growth Fund | ||||
Columbia Small Cap Core Fund |
II. Fees
Fees are payable as follows with respect to the Funds listed above.
A. PLANS APPLYING TO CLASS A, B AND C SHARES
Each Fund having Class A, B or C shares (other than Columbia Income Fund and Columbia High Yield Municipal Fund) shall pay a distribution fee at the annual rate of 0.10% of the average daily net assets of its Class A shares and 0.75% of the average daily net assets of its Class B and C shares.
Columbia Income Fund Class B and C shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class B and C shares.
Columbia High Yield Municipal Fund Class B and C shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class B and C shares.
B. PLANS APPLYING TO CLASS T AND W SHARES
Each Fund having Class T or W shares shall pay a distribution fee at the annual rate of 0.25% of the average daily net assets of such shares, provided that the Funds combined distribution fee and servicing fee shall not exceed 0.25% of the average daily net assets of such shares.
C. PLANS APPLYING TO OTHER CLASSES OF SHARES
COLUMBIA LARGE CAP GROWTH FUND
CLASS E SHARES. Class E shares shall pay a distribution fee at the annual rate of 0.10% of the average daily net assets of its Class E shares.
CLASS F SHARES. Class F shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class F shares.
COLUMBIA DIVIDEND INCOME FUND
COLUMBIA INTERMEDIATE BOND FUND
COLUMBIA LARGE CAP GROWTH FUND
CLASS R SHARES. Class R shares shall pay a distribution fee at the annual rate of 0.50% of the average daily net assets of its Class R shares.
EXHIBIT III
I. List of Funds
Trust |
Series |
|||
Columbia Funds Variable Insurance Trust | All series |
II. Fees
Fees are payable as follows with respect to the Funds listed above.
Each Fund having Class 2 shares shall pay a distribution fee at the annual rate of 0.25% of the average daily net assets of its Class 2 shares.
Each Fund having Class 3 shares shall pay a distribution fee at the annual rate of 0.125% of the average daily net assets of its Class 3 shares, provided that the Funds combined distribution fee and servicing fee shall not exceed 0.125% of the average daily net assets of its Class 3 shares.
EXHIBIT IV
I. List of Funds
Trust |
Series |
|||
Columbia Funds Series Trust I |
Columbia AMT-Free Oregon Intermediate Muni Bond Fund Columbia Balanced Fund Columbia Contrarian Core Fund Columbia Global Dividend Opportunity Fund Columbia Global Technology Growth Fund1 Columbia Mid Cap Growth Fund Columbia Real Estate Equity Fund Columbia Small Cap Growth Fund I |
II. Fees
Fees are payable as follows with respect to the Funds listed above.
Class A:
For all Funds except Columbia Global Dividend Opportunity Fund: 0.10% distribution fee
Class A:
For Columbia Global Dividend Opportunity Fund: 0.00% distribution fee
Class B:
0.75% distribution fee
Class C:
0.75% distribution fee
Class R:
0.50% distribution fee
Class W and T:
Each Fund having Class T or W shares shall pay a distribution fee at the annual rate of 0.25% of the average daily net assets of such shares, provided that the Funds combined distribution fee and servicing fee shall not exceed 0.25% of the average daily net assets of such shares.
EXHIBIT V
I. List of Funds
Trust |
Series |
|||
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 |
II. Fees
Fees are payable as follows with respect to the Funds listed above.
Class A:
Each Fund having Class A shares shall pay a distribution fee at the annual rate of 0.25% of the average daily net assets of its Class A shares, provided that the Funds combined distribution fee and servicing fee shall not exceed 0.25% of the average daily net assets of its Class A shares.
AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN
This Shareholder Servicing Plan (the Plan) relating to the shares (collectively, the Shares) of Columbia Funds Series Trust I (the Trust), on behalf of each series thereof listed on Exhibit I hereto (each a Fund), has been adopted by the trustees of the Trust (the Trustees). The terms and conditions of this Plan shall apply with respect to the Trust on behalf of each Fund.
Section 1 . The Trust, on behalf of each Fund, will pay to the Distributor (as defined below) and such persons as may from time to time be engaged and appointed by the Trust or the Distributor to act as a shareholder servicing agent with respect to its Shares, a fee (the Service Fee) as compensation for the provision of personal services provided to investors in the Shares and/or the maintenance of shareholder accounts, at an aggregate annual rate not to exceed the percentage of the Funds average daily net assets attributable to such Shares set forth for such Fund on Exhibit II hereto. Subject to such limit and subject to the provisions of Section 6 hereof, the Service Fee shall be as approved from time to time by (a) the Trustees and (b) the Disinterested Trustees (as defined below). The Service Fee shall be accrued daily and paid monthly or at such other intervals as the Trustees shall determine. All payments under this Service Plan are intended to qualify as service fees as defined in Rule 2830 of the NASD Manual of the Financial Industry Regulatory Authority (FINRA).
Section 2 . The Service Fee may be used by the Distributor, or any other recipient, for any purpose, including but not limited to (i) payment of expenses (including overhead expenses) of the Distributor or such other recipient for providing personal services to investors in the Fund and/or in connection with the maintenance of shareholder accounts, or (ii) payments made (or directed to be made) by the Distributor to any securities dealer or other organization (including, but not limited to, any affiliate of the Distributor) with which the Distributor has entered into a written agreement for this purpose, for providing personal services to investors in the Fund and/or the maintenance of shareholder accounts. The Service Fee may be in excess of the cost incurred by the Distributor or any other recipient in connection with the provision of personal services to investors in the Shares and/or the maintenance of shareholder accounts.
Section 3 . Any officer designated by the Trust is authorized to execute and deliver, in the name of and on behalf of the Trust, a written agreement with the Distributor and one or more shareholder servicing agents in such a form as may be approved by the Trustees from time to time and on such additional forms of agreement as such officer deems appropriate, provided that the officer determines that the Trusts responsibility or liability to any person under, or on account of any acts or statements of any such shareholder servicing agent under, any such shareholder servicing agreement does not exceed its responsibility or liability under the form(s) approved by the Trustees, and provided further that such officer determines that the overall terms of any such shareholder servicing agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Trustees. In addition, the Trust may, pursuant to an agreement with the Distributor, authorize the Distributor to enter into agreements on behalf of the Trust with one or more shareholder servicing agents in such a form as may be approved by the Trustees from time to time and on such additional forms of agreement as the
Distributor deems appropriate, provided that the Distributor determines that the Trusts responsibility or liability to any person under, or on account of any acts or statements of any such shareholder servicing agent under, any such shareholder servicing agreement does not exceed its responsibility or liability under the form(s) approved by the Trustees, and provided further that the Distributor determines that the overall terms of any such shareholder servicing agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Trustees.
Section 4 . Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
Section 5 . This Plan shall continue in effect with respect to any class of Shares of a Fund for a period of more than one year only so long as such continuance is specifically approved at least annually by votes of the majority (or whatever other percentage may, from time to time, be required by Section 12(b) of the Investment Company Act of 1940, as amended (the Act), or the rules and regulations thereunder) of the Trustees and a majority of the Disinterested Trustees (as defined below), cast in person at a meeting called for the purpose of voting on this Plan.
Section 6 . This Plan may not be amended to increase materially the amount of expenses permitted to be sent with respect to any class of Shares of a Fund pursuant to Section 1 hereof without approval by a vote of at least a majority of the outstanding Shares of such class, and all material amendments of this Plan shall be approved in the manner provided for continuation of this Plan in Section 5.
Section 7 . This Plan is terminable at any time with respect to any class of Shares by vote of a majority of the Disinterested Trustees, or by vote of a majority of the outstanding Shares of such class.
Section 8 . All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:
A. That such agreement may be terminated with respect to any class of Shares of a Fund at any time, without payment of any penalty, by vote of a majority of the Disinterested Trustees or by vote of a majority of the outstanding Shares of the Fund, on not more than 60 days written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event of its assignment.
Section 9 . The Trust will preserve copies of this Plan, any agreements, and any written reports regarding this Plan presented to the Trustees for a period of not less than six years.
Section 10. As used in this Plan, (a) the term Disinterested Trustees shall mean those Trustees who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms assignment and interested person shall have the respective meanings specified in the Act and the rules and regulations thereunder, and the term majority of the outstanding Shares of the Fund shall mean the lesser of the 67% or the 50% voting requirements specified in clauses (A) and (B), respectively, of the third sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may be granted by the Securities and Exchange Commission, and (c) the term Distributor shall mean Columbia Management Investment Distributors, Inc. or such other person(s) as may from time to time be appointed to serve as a principal underwriter of a Fund pursuant to Section 15(b) of the 1940 Act.
Section 11 . A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts. This Plan is adopted by the Trustees as Trustees of the Trust, and not individually, and the obligations of the Trust hereunder are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the assets of the Trust, and all persons dealing with the Trust or a Fund or a class of Shares thereof must look solely to the property belonging to the Trust, such Fund or such class of Shares, respectively, for the enforcement of any claims against the Trust, such Fund or such class of Shares.
Approved as of: | September 7, 2010 | |
Revised: | March 14, 2012 (to reflect fund reorganizations, fund name changes and share class name changes and to add new funds) | |
March 10, 2014 (to reflect name change and add new fund) | ||
December 19, 2014 (to add new funds) | ||
March 4, 2015 (to add new funds) | ||
June 6, 2015 (to add a new fund) | ||
May 1, 2016 (to reflect name changes) | ||
August 17, 2016 (to reflect fund liquidation, fund name change and to add a new fund) | ||
January 25, 2017 (to reflect the addition of new Class T shares) |
EXHIBIT I
FUNDS
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 Disciplined Small Core 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 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
Columbia Value and Restructuring Fund
EXHIBIT II
COMPENSATION
Classes A, B, C, E and F Shares of a Columbia Fund except as otherwise specifically identified below:
The Service Fee shall be, with respect to each applicable Fund, an annual rate not to exceed
0.25% of the average daily net assets of such Share classes, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.
Classes A, B and C of Columbia Tax-Exempt Fund, Columbia AMT-Free Intermediate Muni Bond Fund and Columbia High Yield Municipal Fund:
The Service Fee shall be, with respect to each applicable Fund, an annual rate not to exceed 0.20% of the average daily net assets of such Share classes, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.
Classes A and B of Columbia California Tax-Exempt Fund and Columbia New York Tax- Exempt Fund:
The Service Fee shall be an annual rate not to exceed 0.10% of the average daily net assets attributable to Shares issued prior to December 1, 1994, and an annual rate not to exceed 0.25% of the average daily net assets attributable to Shares issued thereafter, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.
Classes A and B of Columbia Strategic Income Fund:
The Service Fee shall be an annual rate not to exceed 0.15% of the average daily net assets attributable to Shares issued prior to January 1, 1993, and an annual rate not to exceed 0.25% of the average daily net assets attributable to Shares issued thereafter, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.
Class A of 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 and Active Portfolios ® Multi-Manager Total Return Bond Fund:
The Service Fee shall be an annual rate not to exceed 0.25% of the average daily net assets attributable to Class A Shares, provided , that the Funds combined Service Fee and distribution fee shall not exceed 0.25% of the average daily net assets attributable to Class A Shares of such Fund.
Classes T and W Shares of a Columbia Fund:
The Service Fee shall be an annual rate not to exceed 0.25% of the average daily net assets attributable to such shares, provided , that the Funds combined Service Fee and distribution fee shall not exceed 0.25% of the average daily net assets attributable to such shares.