As filed with the Securities and Exchange Commission on April 26, 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. 295 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
Amendment No. 299 | ☒ |
(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)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
☐ | Immediately upon filing pursuant to paragraph (b) |
☒ | On May 1, 2017 pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | On (date) pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | On (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
This Post-Effective Amendment relates solely to the Registrants Columbia Real Estate Equity Fund series. Information contained in the Registrants Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.
Class | Ticker Symbol | |
Class A Shares | CREAX | |
Class B Shares | CREBX | |
Class C Shares | CRECX | |
Class K Shares | CRRFX | |
Class R Shares | CRSRX | |
Class R4 Shares | CRERX | |
Class R5 Shares | CRRVX | |
Class T Shares* | CREWX | |
Class Y Shares | CREYX | |
Class Z Shares | CREEX |
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2 | Prospectus 2017 |
Shareholder Fees (fees paid directly from your investment) | |||||
Class A | Class B | Class C | Class T |
Classes
K, R, R4,
R5, Y and Z |
|
Maximum sales charge (load) imposed on purchases (as a % of offering price) | 5.75% | None | None | 2.50% | None |
Maximum deferred sales charge (load) imposed on redemptions (as a % of the lower of the original purchase price or current net asset value) | 1.00% (a) | None (b) | 1.00% (c) | None | None |
(a) | This charge is imposed on certain investments of between $1 million and $50 million redeemed within 18 months after purchase, as follows: 1.00% if redeemed within 12 months after purchase, and 0.50% if redeemed more than 12, but less than 18, months after purchase, with certain limited exceptions. |
(b) | The Fund does not accept new investments in Class B shares, except for certain limited transactions. Class B shares were originally subject to a contingent deferred sales charge (CDSC). However, the Fund’s current Class B investors have all held their shares for the requisite time period and are no longer subject to a CDSC upon redemption of their shares. |
(c) | This charge applies to redemptions within 12 months after purchase, with certain limited exceptions. |
(d) | Other expenses have been restated to reflect current transfer agency fees paid by the Fund and other expenses for Class Y shares are based on estimated amounts for the Fund’s current fiscal year. |
■ | you invest $10,000 in the applicable class of Fund shares for the periods indicated, |
■ | your investment has a 5% return each year, and |
Prospectus 2017 | 3 |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
1 year | 3 years | 5 years | 10 years | |
Class A (whether or not shares are redeemed) | $696 | $952 | $1,227 | $2,010 |
Class B (whether or not shares are redeemed) | $204 | $630 | $1,083 | $2,144 |
Class C (assuming redemption of all shares at the end of the period) | $304 | $630 | $1,083 | $2,338 |
Class C (assuming no redemption of shares) | $204 | $630 | $1,083 | $2,338 |
Class K (whether or not shares are redeemed) | $115 | $359 | $ 622 | $1,375 |
Class R (whether or not shares are redeemed) | $154 | $477 | $ 824 | $1,802 |
Class R4 (whether or not shares are redeemed) | $103 | $322 | $ 558 | $1,236 |
Class R5 (whether or not shares are redeemed) | $ 90 | $281 | $ 488 | $1,084 |
Class T (whether or not shares are redeemed) | $375 | $640 | $ 924 | $1,735 |
Class Y (whether or not shares are redeemed) | $ 84 | $262 | $ 455 | $1,014 |
Class Z (whether or not shares are redeemed) | $103 | $322 | $ 558 | $1,236 |
4 | Prospectus 2017 |
Prospectus 2017 | 5 |
Year
by Year Total Return (%)
as of December 31 Each Year* |
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart |
||
|
Best | 3rd Quarter 2009 | 28.25% |
Worst
|
4th Quarter 2008 | -37.67% |
* | Year to Date return as of March 31, 2017: 1.11% |
Share
Class
Inception Date |
1 Year | 5 Years | 10 Years | |
Class A | 11/01/2002 | |||
returns before taxes | -1.03% | 9.20% | 3.58% | |
returns after taxes on distributions | -2.33% | 7.41% | 1.50% | |
returns after taxes on distributions and sale of Fund shares | -0.02% | 6.84% | 2.42% | |
Class B returns before taxes | 11/01/2002 | 4.20% | 9.67% | 3.42% |
Class C returns before taxes | 10/13/2003 | 3.21% | 9.68% | 3.42% |
Class K returns before taxes | 03/07/2011 | 5.18% | 10.67% | 4.35% |
Class R returns before taxes | 09/27/2010 | 4.73% | 10.24% | 3.84% |
Class R4 returns before taxes | 11/08/2012 | 5.28% | 10.77% | 4.45% |
Class R5 returns before taxes | 03/07/2011 | 5.39% | 10.90% | 4.53% |
Class T returns before taxes | 09/27/2010 | 2.37% | 9.93% | 3.95% |
Class Z returns before taxes | 04/01/1994 | 5.23% | 10.78% | 4.45% |
FTSE NAREIT Equity REITs Index (reflects no deductions for fees, expenses or taxes) | 8.52% | 12.01% | 5.08% |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Arthur Hurley, CFA | Senior Portfolio Manager | Manager | 2006 |
6 | Prospectus 2017 |
Online | Regular Mail | Express Mail | By Telephone | |||
investor.columbiathreadneedle.com/us |
Columbia
Funds,
c/o Columbia Management Investment Services Corp. P.O. Box 8081 Boston, MA 02266-8081 |
Columbia
Funds,
c/o Columbia Management Investment Services Corp. 30 Dan Road, Suite 8081 Canton, MA 02021-2809 |
800.422.3737 |
Class | Category of eligible account |
For
accounts other than
systematic investment plan accounts |
For
systematic investment
plan accounts |
Classes
A, B
(a)
,
C & T (b) |
All accounts other than IRAs | $2,000 | $100 |
IRAs | $1,000 | $100 | |
Classes K (c) , R & R5 | All eligible accounts | None | N/A |
Class Y | All eligible accounts |
$0,
$1,000 or $2,000
or $1 million depending upon the category of eligible investor |
$100
(for certain
eligible investors) |
Classes R4 & Z | All eligible accounts |
$0,
$1,000 or $2,000
depending upon the category of eligible investor |
$100 |
(a) | Class B shares are generally closed to new and existing shareholders. |
(b) | Class T shares must be purchased through financial intermediaries that, by written agreement with Columbia Management Investment Distributors, Inc. (the Distributor), are specifically authorized to sell Class T shares. |
(c) | Class K shares are generally closed to new investors. |
Prospectus 2017 | 7 |
■ | overall economic and market conditions; and |
■ | the financial condition and management of a company, including its competitive position, the quality of its balance sheet and earnings, its future prospects, and the potential for growth and stock price appreciation. |
8 | Prospectus 2017 |
Prospectus 2017 | 9 |
10 | Prospectus 2017 |
Prospectus 2017 | 11 |
12 | Prospectus 2017 |
Columbia Real Estate Equity Fund | |
Class A | 1.32% |
Class B | 2.07% |
Class C | 2.07% |
Class K | 1.235% |
Class R | 1.57% |
Class R4 | 1.07% |
Class R5 | 0.985% |
Class T | 1.32% |
Class Y | 0.935% |
Class Z | 1.07% |
Prospectus 2017 | 13 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Arthur Hurley, CFA | Senior Portfolio Manager | Manager | 2006 |
14 | Prospectus 2017 |
■ | compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares; |
■ | the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
■ | separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates; |
■ | regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them; |
Prospectus 2017 | 15 |
■ | insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and |
■ | regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund. |
16 | Prospectus 2017 |
Prospectus 2017 | 17 |
■ | The amount you plan to invest. |
■ | How long you intend to remain invested in the Fund. |
■ | The fees (e.g., sales charge or “load”) and expenses for each share class. |
■ | Whether you may be eligible for a reduction or waiver of sales charges when you buy or sell shares. |
■ | The net asset value (NAV) per share is the price of a share calculated by the Fund every business day. |
■ | The offering price per share is the NAV per share plus any front-end sales charge (or load) that applies. |
18 | Prospectus 2017 |
Prospectus 2017 | 19 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) |
Front-End
Sales Charges (c) |
Contingent
Deferred
Sales Charges (CDSCs) (c) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (d) |
period, are no longer subject to a CDSC upon redemption of their shares | |||||
Class C |
Eligibility:
Available to the general public for investment
|
None | 1.00% on certain investments redeemed within one year of purchase (i) |
Waivers
: yes, on Fund distribution reinvestments. For additional waivers, see
Choosing a Share Class — CDSC Waivers – Class A, Class C and Class V
|
Distribution
Fee:
0.75%
|
Class K |
Eligibility:
Closed to new investors; available only to qualified employee benefit plans, trust companies or similar institutions, 501(c)(3) charitable organizations, non-qualified deferred compensation plans whose participants
are included in a qualified employee benefit plan described above, 529 plans, and health savings accounts
(f)
|
None | None | N/A | Plan Administration Services Fee: 0.25% |
Class R |
Eligibility:
Available only to eligible retirement plans, health savings accounts and, in the sole discretion of the Distributor, other types of retirement accounts held through platforms maintained by financial intermediaries
approved by the Distributor
|
None | None | N/A |
Series
of CFST & CFST I:
distribution fee of 0.50%
|
Class R4 | Eligibility: Available only to (i) omnibus retirement plans; (ii) trust companies or similar institutions; (iii) broker-dealers, banks, trust companies and similar institutions that clear Fund share transactions for their client or customer investment advisory or similar accounts through designated financial intermediaries and their mutual fund trading platforms that have been granted specific written authorization from the Transfer Agent with respect to Class R4 eligibility apart from selling, servicing or similar agreements; (iv) 501(c)(3) charitable organizations; (v) | None | None | N/A | None |
20 | Prospectus 2017 |
Prospectus 2017 | 21 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) |
Front-End
Sales Charges (c) |
Contingent
Deferred
Sales Charges (CDSCs) (c) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (d) |
$500,000–
$999,999: 1.50% 1.00% |
(a)
the other share class may only be exchanged for Class T shares if your financial intermediary does not offer that other share class on the intermediary’s commission-based platform, and (b) unless waived in the Distributor’s discretion,
shares of the class to be exchanged are held in a networked or omnibus account with the Fund; and
(iii) on purchases within fee-based accounts, provided that the Class T Intermediary has an agreement with the Distributor that specifically authorizes offering Class T shares within the designated fee-based platform. |
||||
Class V |
Eligibility:
Generally closed to new investors
(f)
|
5.75% maximum, declining to 0.00% on investments of $1 million or more |
CDSC
on certain investments of between $1 million and $50 million redeemed within 18 months after purchase, charged as follows:
|
Reductions
: yes, see
Choosing a Share Class — Reductions/Waivers of Sales Charges – Class A and Class V Shares Front-End Sales Charge Reductions
|
Service Fee: up to 0.50% |
Class Y |
Eligibility:
Available to (i) group retirement plans that maintain plan-level or omnibus accounts with the Fund
(f)
;
(ii) institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Y shares for their own account through platforms approved by the Distributor or an
affiliate thereof to offer and/or service Class Y shares within such platform;
(iii) collective trust funds;
(iv) affiliated or unaffiliated mutual funds (e.g., funds
operating as funds-of-funds);
(v) fee-based platforms of financial intermediaries (or the clearing |
None | None | N/A | None |
22 | Prospectus 2017 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) |
Front-End
Sales Charges (c) |
Contingent
Deferred
Sales Charges (CDSCs) (c) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (d) |
intermediary
they trade through) that have an agreement with the Distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Y shares within such platform, provided also that Fund shares are held in
an omnibus account; (vi) commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial
intermediary has an agreement with the Distributor that specifically authorizes offering Class Y shares within such platform and that Fund shares are held in an omnibus account; and (vii) bank trust departments, subject to an agreement with the
Distributor that specifically authorizes offering Class Y shares and provided that Fund shares are held in an omnibus account. In each case above where noted that Fund shares are required to be held in an omnibus account, the Distributor may, in its
discretion, determine to waive this requirement.
|
|||||
Class Z |
Eligibility:
Available only to certain eligible investors, which are subject to different minimum investment requirements, ranging from $0 to $2,000; closed to (i) accounts of financial intermediaries that clear Fund share
transactions for their client or customer accounts through designated financial intermediaries and their mutual fund trading platforms that have been given specific written notice from the Transfer Agent of the termination of their eligibility for
new purchases of Class Z shares and (ii) omnibus group retirement plans, subject to certain exceptions
(f)
|
None | None | N/A | None |
Prospectus 2017 | 23 |
(a) | For Columbia Government Money Market Fund, new investments must be made in Class A, Class T, Class Y or Class Z shares, subject to eligibility. Class C and Class R shares of Columbia Government Money Market Fund are available as a new investment only to investors in the Distributor's proprietary 401(k) products, provided that such investor is eligible to invest in the class and transact directly with the Fund or the Transfer Agent through a third party administrator or third party recordkeeper. Columbia Government Money Market Fund offers other classes of shares only to facilitate exchanges with other Funds offering such share classes. |
(b) | The minimum initial investment requirement for investment in Class A and Class C shares is $5,000 for each of Columbia Floating Rate Fund and Columbia Inflation Protected Securities Fund, and $10,000 for Columbia Absolute Return Currency and Income Fund. Certain share classes are subject to minimum account balance requirements, as described in Buying, Selling and Exchanging Shares — Transaction Rules and Policies. |
(c) | Actual front-end sales charges and CDSCs vary among the Funds. For more information on applicable sales charges, see Choosing a Share Class — Sales Charges and Commissions, and for information about certain exceptions to these sales charges, see Choosing a Share Class — Reductions/Waivers of Sales Charges. |
(d) | These are the maximum applicable distribution and/or service fees under the Fund’s Rule 12b-1 plan. Fee rates and fee components (i.e., the portion of a combined fee that is a distribution or service fee) may vary among Funds. Because these fees are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of distribution and/or service fees. Although Class A shares of certain series of CFST I are subject to a combined distribution and service fee of up to 0.35%, these Funds currently limit the combined fee to 0.25%. Columbia Government Money Market Fund pays a distribution and service fee of up to 0.10% on Class A shares, up to 0.75% distribution fee and up to 0.10% service fee on Class B shares, and up to 0.75% distribution fee on Class C shares. Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund each pay a service fee of up to 0.20% on Class A, Class B and Class C shares. Columbia AMT-Free Intermediate Muni Bond Fund pays a distribution fee of up to 0.65% on Class B and Class C shares. For more information on distribution and service fees, see Choosing a Share Class — Distribution and Service Fees. |
(e) | For Columbia Short Term Municipal Bond Fund, a CDSC of 0.50% is charged on certain investments of $500,000 or more redeemed within 12 months after purchase. The following Funds are not subject to a front-end sales charge or a CDSC on Class A shares: Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund and Columbia U.S. Treasury Index Fund. |
(f) | These share classes are closed to new accounts, or closed to previously eligible investors, subject to certain conditions, as summarized below and described in more detail under Buying, Selling and Exchanging Shares — Buying Shares — Eligible Investors: |
• Class B Shares . The Funds no longer accept investments from new or existing investors in Class B shares, except through reinvestment of Fund Class B share dividend and/or capital gain distributions by existing Class B shareholders, or a permitted exchange. |
• Class K Shares . Shareholders who opened and funded a Class K account with a Fund as of the close of business on December 31, 2010 may continue to make additional purchases of such share class, and existing Class K accounts may continue to allow new investors or participants to be established in their Fund account. |
• Class R5 Shares . Shareholders with Class R5 accounts funded before November 8, 2012 who do not satisfy the current eligibility criteria for Class R5 shares may not establish new Class R5 accounts but may continue to make additional purchases of Class R5 shares in existing accounts. In addition, investment advisory programs and similar programs that opened a Class R5 account as of May 1, 2010, and continuously hold Class R5 shares in such account after such date, may generally not only continue to make additional purchases of Class R5 shares but also open new Class R5 accounts and add new shareholders in the program. | |
• Class V Shares. Shareholders with Class V accounts who received, and have continuously held, Class V shares (formerly named Class T shares, which have no relation to the Fund’s current Class T shares) in connection with the merger of certain Galaxy funds into certain Funds that were then named Liberty funds may continue to make additional purchases of such share class. |
• Class Y Shares . Shareholders with Class Y accounts funded before November 8, 2012 who do not satisfy the current eligibility criteria for Class Y shares may not establish new accounts for such share class but may continue to make additional purchases of Class Y shares in existing accounts. |
• Class Z Shares . Financial intermediaries that clear Fund share transactions through designated financial intermediaries and their mutual fund trading platforms that have been given specific written notice from the Transfer Agent, effective March 29, 2013, of the termination of their eligibility for new purchases of Class Z shares and omnibus retirement plans are not permitted to establish new Class Z accounts, subject to certain exceptions. Omnibus retirement plans that opened and, subject to exceptions, funded a Class Z account as of close of business on March 28, 2013, and have continuously held Class Z shares in such account after such date, may generally continue to make additional purchases of Class Z shares, open new Class Z accounts and add new participants. In certain circumstances and in the sole discretion of the Distributor, omnibus retirement plans affiliated with a grandfathered plan may also open new Class Z accounts. Accounts of financial intermediaries (other than omnibus retirement plans) that clear Fund share transactions for their client or customer accounts through designated financial intermediaries and their mutual fund trading platforms are not permitted to establish new Class Z accounts or make additional purchases of Class Z shares (other than through Fund distribution reinvestments). |
(g) | Timing of conversion will vary depending on the Fund and the date of your original purchase of Class B shares. For more information on the conversion of Class B shares to Class A shares, see Choosing a Share Class — Sales Charges and Commissions. Class B shares of Columbia Short Term Municipal Bond Fund do not charge a CDSC and do not convert to Class A shares. |
(h) | If you are eligible to invest in Class A shares without a front-end sales charge, you should discuss your options with your financial intermediary. For more information, see Choosing a Share Class – Reductions/Waivers of Sales Charges. |
(i) | There is no CDSC on redemptions from Class C shares of Columbia Government Money Market Fund. |
24 | Prospectus 2017 |
■ | depends on the amount you are investing (generally, the larger the investment, the smaller the percentage sales charge), and |
■ | is based on the total amount of your purchase and the value of your account (and any other accounts eligible for aggregation of which you or your financial intermediary notifies the Fund). |
Prospectus 2017 | 25 |
Class A Shares — Front-End Sales Charge — Breakpoint Schedule* | ||||
Breakpoint Schedule For: |
Dollar
amount of
shares bought (a) |
Sales
charge as a % of the offering price (b) |
Sales
charge as a % of the net amount invested (b) |
Amount
retained by or paid to financial intermediaries as a % of the offering price |
Equity
Funds,
Columbia Adaptive Risk Allocation Fund, Columbia Alternative Beta Fund, Columbia Commodity Strategy Fund, Columbia Diversified Absolute Return Fund and Funds-of-Funds (equity)* |
$ 0–$49,999 | 5.75% | 6.10% | 5.00% |
$ 50,000–$99,999 | 4.50% | 4.71% | 3.75% | |
$100,000–$249,999 | 3.50% | 3.63% | 3.00% | |
$250,000–$499,999 | 2.50% | 2.56% | 2.15% | |
$500,000–$999,999 | 2.00% | 2.04% | 1.75% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Fixed
Income Funds (except those listed below),
Columbia Multi-Asset Income Fund and Funds-of-Funds (fixed income)* |
$ 0-$49,999 | 4.75% | 4.99% | 4.00% |
$ 50,000–$99,999 | 4.25% | 4.44% | 3.50% | |
$100,000–$249,999 | 3.50% | 3.63% | 3.00% | |
$250,000–$499,999 | 2.50% | 2.56% | 2.15% | |
$500,000–$999,999 | 2.00% | 2.04% | 1.75% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Tax-Exempt Funds (other than Columbia Short Term Municipal Bond Fund) | $ 0-$99,999 | 3.00% | 3.09% | 2.50% |
$100,000–$249,999 | 2.50% | 2.56% | 2.15% | |
$250,000–$499,999 | 1.50 % | 1.53% | 1.25% | |
$ 500,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Columbia
Absolute Return Currency and Income Fund,
Columbia Floating Rate Fund, Columbia Inflation Protected Securities Fund, Columbia Limited Duration Credit Fund, Columbia Mortgage Opportunities Fund, Columbia Total Return Bond Fund, and Columbia U.S. Government Mortgage Fund |
$ 0-$99,999 | 3.00% | 3.09% | 2.50% |
$100,000–$249,999 | 2.50% | 2.56% | 2.15% | |
$250,000–$499,999 | 2.00% | 2.04% | 1.75% | |
$500,000–$999,999 | 1.50% | 1.52% | 1.25% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Columbia Short Term Bond Fund | $ 0-$99,999 | 1.00% | 1.01% | 0.75% |
$100,000–$249,999 | 0.75% | 0.76% | 0.50% | |
$250,000–$999,999 | 0.50% | 0.50% | 0.40% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Columbia Short Term Municipal Bond Fund | $ 0-$99,999 | 1.00% | 1.01% | 0.75% |
$100,000–$249,999 | 0.75% | 0.76% | 0.50% | |
$250,000–$499,999 | 0.50% | 0.50% | 0.40% | |
$ 500,000 or more | 0.00% | 0.00% | 0.00% (c) | |
* | The following Funds are not subject to a front-end sales charge or CDSC on Class A shares: Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund and Columbia U.S. Treasury Index Fund. "Funds-of-Funds (equity)" includes Columbia Capital Allocation Aggressive Portfolio, Columbia Capital Allocation Moderate Aggressive Portfolio, Columbia Capital Allocation Moderate Conservative Portfolio, Columbia Capital Allocation Moderate |
26 | Prospectus 2017 |
Portfolio and Columbia Global Strategic Equity Fund . "Funds-of-Funds (fixed income)" includes Columbia Capital Allocation Conservative Portfolio and Columbia Income Builder Fund. Columbia Balanced Fund, Columbia Flexible Capital Income Fund and Columbia Global Opportunities Fund are treated as equity Funds for purposes of the table. |
(a) | Purchase amounts and account values may be aggregated among all eligible Fund accounts for the purposes of this table. See Choosing a Share Class — Reductions/Waivers of Sales Charges for a discussion of account value aggregation. |
(b) | Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. Purchase price includes the sales charge. |
(c) | For information regarding cumulative commissions paid to your financial intermediary when you buy $1 million or more of Class A shares of a Fund, see Class A Shares — Commissions below. |
■ | If you purchased Class A shares of any Tax-Exempt Fund (other than Columbia Short Term Municipal Bond Fund and Columbia U.S. Social Bond Fund) without paying a front-end sales charge because your eligible accounts aggregated $500,000 or more at the time of purchase, you will incur a CDSC of 0.75% if you redeem those shares within 12 months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $500,000 or more will also be subject to a CDSC of 0.75% if you redeem those shares within 12 months after purchase. |
■ | If you purchased Class A shares of Columbia Short Term Municipal Bond Fund without paying a front-end sales charge because your eligible accounts aggregated $500,000 or more at the time of purchase, you will incur a CDSC of 0.50% if you redeem those shares within 12 months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $500,000 or more will also be subject to a CDSC of 0.50% if you redeem those shares within 12 months after purchase. |
■ | If you purchased Class A shares of Columbia U.S. Social Bond Fund on or after August 8, 2016 without paying a front-end sales charge because your eligible accounts aggregated $500,000 or more at the time of purchase, you will incur a CDSC of 0.75% if you redeem those shares within 12 months after purchase. Subsequent Class A share purchases made on or after August 8, 2016 that bring your aggregate account value to $500,000 or more will also be subject to a CDSC of 0.75% if you redeem those shares within 12 months after purchase. If you purchased Class A shares of Columbia U.S. Social Bond Fund prior to August 8, 2016 without paying a front-end sales charge because your eligible accounts aggregated between $1 million and $50 million at the time of purchase, you will incur a CDSC if you redeem those shares within 18 months after purchase, which is charged as follows: 1.00% CDSC if shares are redeemed within 12 months after purchase; and 0.50% CDSC if shares are redeemed more than 12, but less than 18, months after purchase. Subsequent Class A share purchases made prior to August 8, 2016 that bring your aggregate account value to $1 million or more (but less than $50 million) will also be subject to a CDSC if you redeem them within 18 months after purchase as described in this paragraph. |
■ | If you purchased Class A shares of any Taxable Fund without paying a front-end sales charge because your eligible accounts aggregated between $1 million and $50 million at the time of purchase, you will incur a CDSC if you redeem those shares within 18 months after purchase, which is charged as follows: 1.00% CDSC if shares are redeemed within 12 months after purchase; and 0.50% CDSC if shares are redeemed more than 12, but less than 18, months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $1 million or more (but less than $50 million) will also be subject to a CDSC if you redeem them within 18 months after purchase as described in the previous sentence. |
Prospectus 2017 | 27 |
Class A Shares of Tax-Exempt Funds — Commission Schedule (Paid by the Distributor to Financial Intermediaries) | |
Purchase Amount |
Commission
Level*
(as a % of net asset value per share) |
$500,000 – $3,999,999 | 0.75%** |
$4 million – $19,999,999 | 0.50% |
$20 million or more | 0.25% |
* | The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 0.75% on the first $3,999,999 and 0.50% on the balance. |
** | The commission level on purchases of Class A shares of Columbia Short Term Municipal Bond Fund is: 0.50% on purchases of $500,000 to $19,999,999 and 0.25% on purchases of $20 million or more. |
* | Not applicable to Funds that do not assess a front-end sales charge. |
** | The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 1.00% on the first $2,999,999 and 0.50% on the balance. |
28 | Prospectus 2017 |
Prospectus 2017 | 29 |
Class T Shares — Front-End Sales Charge (Per Transaction) | ||||
Breakpoint Schedule For: |
Dollar
amount of
shares bought |
Sales
charge as a % of the offering price (a) |
Sales
charge as a % of the net amount invested (a) |
Amount
retained by or paid to Financial Intermediaries as a % of the offering price |
Class
T Shares
(Purchasing through a Category One Financial Intermediary) |
$ 0–$249,999 | 2.50% | 2.56% | 2.50% |
$250,000–$499,999 | 2.00% | 2.04% | 2.00% | |
$500,000–$999,999 | 1.50% | 1.53% | 1.50% | |
$ 1,000,000 or more | 1.00% | 1.01% | 1.00% | |
(a) | Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. Purchase price includes the sales charge. |
■ | depends on the amount you are investing (generally, the larger the investment, the smaller the percentage sales charge), and |
■ | is based on the total amount of your purchase and the value of your account (and any other accounts eligible for aggregation of which you notify your financial intermediary or, in the case of Direct-at-Fund accounts (as defined below), you notify the Fund). |
30 | Prospectus 2017 |
(a) | Purchase amounts and account values are aggregated among all eligible Fund accounts for the purposes of this table. |
(b) | Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. |
(c) | For more information regarding cumulative commissions paid to your financial intermediary when you buy $1 million or more of Class V shares, see Class V Shares — Commissions below. |
■ | If you purchased Class V shares without a front-end sales charge because your eligible accounts aggregated between $1 million and $50 million at the time of purchase, you will incur a CDSC if you redeem those shares within 18 months after purchase, which is charged as follows: 1.00% CDSC if shares are redeemed within 12 months after purchase, and 0.50% CDSC if shares are redeemed more than 12, but less than 18, months after purchase. |
■ | Subsequent Class V share purchases that bring your aggregate account value to $1 million or more (but less than $50 million) will also be subject to a CDSC if you redeem them within the time periods noted above. |
Class V Shares — Commission Schedule (Paid by the Distributor to Financial Intermediaries) | |
Purchase
Amount |
Commission
Level
(as a % of net asset value per share) |
$1 million – $2,999,999 | 1.00% |
$3 million – $49,999,999 | 0.50% |
$50 million or more | 0.25% |
Prospectus 2017 | 31 |
32 | Prospectus 2017 |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable). |
Prospectus 2017 | 33 |
■ | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the plan is a group plan (more than one participant), the shares are not held in a commission-based brokerage account and shares are held in the name of the plan through an omnibus account |
■ | Shares purchased by or through a 529 Plan |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform |
■ | Shares of funds purchased through the Merrill Edge Self-Directed platform |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family) |
■ | Shares exchanged for Class C (i.e., level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date |
■ | Employees and registered representatives of Merrill Lynch or its affiliates and their family members |
■ | Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement) |
34 | Prospectus 2017 |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans; however these plans are eligible to purchase Class T shares through a transactional brokerage account. |
■ | Morgan Stanley Wealth Management employee and employee-related accounts according to Morgan Stanley’s account linking rules. |
■ | Mutual fund shares exchanged from an existing position in the same fund as part of a share class conversion instituted by Morgan Stanley Wealth Management. |
■ | Shares redeemed following the death or disability of the shareholder |
■ | Shares sold as part of a systematic withdrawal plan as described in this prospectus |
■ | Redemptions that constitute a return of excess contributions from an IRA |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ |
■ | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch |
■ | There will be no CDSC charged on the sale of Fund shares acquired through a right of reinstatement |
■ | The redemption of shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to a fee based account or platform (applicable to Class A and Class C shares only) |
Prospectus 2017 | 35 |
Repurchases (Reinstatements) | |
Redeemed Share Class | Corresponding Repurchase Class |
Class A | Class A |
Class B | Class A |
Class C | Class C |
Class V | Class V |
36 | Prospectus 2017 |
Distribution
Fee |
Service
Fee |
Combined
Total |
|
Class R5 | None | None | None |
Class T | up to 0.25% (c) | up to 0.25% | 0.25% |
Class V | None | up to 0.50% (h) | up to 0.50% (h) |
Class Y | None | None | None |
Class Z | None | None | None |
(a) | The maximum distribution and service fees of Class A shares varies among the Funds, as shown in the table below: |
Funds |
Maximum
Class A Distribution Fee |
Maximum
Class A Service Fee |
Maximum
Class A Combined Total |
Series of CFST | — | — |
0.25%;
these Funds pay a
combined distribution and service fee |
Series
of CFST II (other than Columbia
Government Money Market Fund) |
up to 0.25% | up to 0.25% | 0.25% |
Columbia Government Money Market Fund | — | — | 0.10% |
Columbia AMT-Free Oregon Intermediate Muni Bond Fund, Columbia Balanced Fund, Columbia Contrarian Core Fund, Columbia Disciplined Small Core Fund, Columbia Dividend Income Fund, Columbia Global Technology Growth Fund, Columbia Large Cap Growth Fund, Columbia Mid Cap Growth Fund, Columbia Real Estate Equity Fund, Columbia Small Cap Growth Fund I, Columbia Total Return Bond Fund | up to 0.10% | up to 0.25% |
up
to 0.35%; these Funds may
pay distribution and service fees up to a maximum of 0.35% of their average daily net assets attributable to Class A shares (comprised of up to 0.10% for distribution services and up to 0.25% for shareholder liaison services) but currently limit such fees to an aggregate fee of not more than 0.25% for Class A shares |
Columbia Adaptive Risk Allocation Fund, Columbia Alternative Beta Fund, Columbia AMT-Free Connecticut Intermediate Muni Bond Fund, Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund, Columbia AMT-Free New York Intermediate Muni Bond Fund, Columbia Bond Fund, Columbia California Tax-Exempt Fund, Columbia Corporate Income Fund, Columbia Diversified Absolute Return Fund, Columbia Diversified Real Return Fund, Columbia Emerging Markets Fund, Columbia Global Dividend Opportunity Fund, Columbia Global Energy and Natural Resources Fund, Columbia Greater China Fund, Columbia Multi-Asset Income Fund, Columbia New York Tax-Exempt Fund, Columbia Pacific/Asia Fund, Columbia Select Large Cap Growth Fund, Columbia Small Cap Value Fund I, Columbia Strategic Income Fund, Columbia U.S. Social Bond Fund, Columbia U.S. Treasury Index Fund | — | 0.25% | 0.25% |
Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund, Columbia Tax-Exempt Fund | — | 0.20% | 0.20% |
(b) | The service fees for Class A, Class B and Class C shares of certain Funds vary. The annual service fee for Class A, Class B and Class C shares of Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund may equal up to 0.20% of the average daily NAV of all shares of such Fund class. The annual distribution fee for Class B and Class C shares for Columbia AMT-Free Intermediate Muni Bond Fund shall be 0.65% of the average daily net assets of the Fund's Class B and Class C shares. Fee amounts noted apply to Class B shares of the Funds other than Class B shares of Columbia Government Money Market Fund, which pays distribution fees of up to 0.75% and service fees of up to 0.10% for a combined total of 0.85%. The Distributor has currently agreed not to be reimbursed by the Fund for 0.10% of the 0.85% fee for Class B shares of Columbia Government Money Market Fund. The Distributor has voluntarily agreed to waive the service fee for Class A, Class B and Class C shares of Columbia U.S. Treasury Index Fund so that the service fee does not exceed 0.15% annually. This arrangement may be modified or terminated by the Distributor at any time. |
(c) | Fee amounts noted apply to all Funds other than Columbia Government Money Market Fund, which, for each of Class A and Class T shares, pays distribution and service fees of 0.10%, and for Class C shares pays distribution fees of 0.75%. The Distributor has currently agreed not to be reimbursed by the Fund for 0.25% of the 0.50% fee for Class R shares of Columbia Government Money Market Fund. The Distributor has |
Prospectus 2017 | 37 |
voluntarily agreed to waive the 12b-1 fees it receives from Class A, Class C, Class R and Class T shares of Columbia Government Money Market Fund. This arrangement may be modified or terminated by the Distributor at any time. Compensation paid to financial intermediaries may be suspended to the extent of the Distributor's waiver of the 12b-1 fees on these specific share classes of these Funds. |
(d) | The Distributor has voluntarily agreed to waive a portion of the distribution fee it receives from Class B shares of Columbia Short Term Bond Fund so that the distribution fee does not exceed 0.30% annually. This arrangement may be modified or terminated by the Distributor at any time. |
(e) | The Distributor has voluntarily agreed to waive a portion of the distribution fee for Class C shares of the following Funds so that the distribution fee does not exceed the specified percentage annually: 0.45% for Columbia AMT-Free Connecticut 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, Columbia California Tax-Exempt Fund and Columbia New York Tax-Exempt Fund; 0.60% for Columbia Corporate Income Fund and Columbia Short Term Bond Fund; 0.65% for Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund; and 0.70% for Columbia U.S. Treasury Index Fund. These arrangements may be modified or terminated by the Distributor at any time. |
(f) | Under a plan administration services agreement, the Funds' Class K shares pay for plan administration services. These fees for Class K shares are not paid pursuant to a 12b-1 plan. See Class K Plan Administration Services Fee below for more information. |
(g) | Class R shares of series of CFST and CFST I pay a distribution fee pursuant to a distribution (Rule 12b-1) plan for Class R shares. The Funds do not have a shareholder service plan for Class R shares. Series of CFST II have a distribution and shareholder service plan for Class R shares, which, prior to the close of business on September 3, 2010, were known as Class R2 shares. For Class R shares of series of CFST II, the maximum fee under the plan reimbursed for distribution expenses is equal on an annual basis to 0.50% of the average daily net assets of the Fund attributable to Class R shares. Of that amount, up to 0.25% may be reimbursed for shareholder service expenses. |
(h) | The shareholder servicing fees for Class V shares are up to 0.50% of average daily net assets attributable to Class V shares for equity Funds and 0.40% for fixed income Funds. In general, the Funds currently limit such fees to a maximum of 0.25% for equity Funds and 0.15% for fixed-income Funds. These fees for Class V shares are not paid pursuant to a 12b-1 plan. See Class V Shareholder Service Fees below for more information. |
38 | Prospectus 2017 |
Prospectus 2017 | 39 |
40 | Prospectus 2017 |
Prospectus 2017 | 41 |
42 | Prospectus 2017 |
Minimum Account Balance | |
Minimum
Account Balance |
|
For all Funds, classes and account types except those listed below |
$250
(None for accounts with
Systematic Investment Plans) |
Individual Retirement Accounts for all Funds and classes except those listed below | None |
Columbia Absolute Return Currency and Income Fund | $5,000 |
Columbia Floating Rate Fund and Columbia Inflation Protected Securities Fund | $2,500 |
Class K, Class R, Class R4, Class R5 and Class Y | None |
Prospectus 2017 | 43 |
44 | Prospectus 2017 |
■ | negative impact on the Fund's performance; |
■ | potential dilution of the value of the Fund's shares; |
■ | interference with the efficient management of the Fund's portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold; |
■ | losses on the sale of investments resulting from the need to sell securities at less favorable prices; |
■ | increased taxable gains to the Fund's remaining shareholders resulting from the need to sell securities to meet sell orders; and |
■ | increased brokerage and administrative costs. |
Prospectus 2017 | 45 |
46 | Prospectus 2017 |
Prospectus 2017 | 47 |
48 | Prospectus 2017 |
■ | Fund Class B dividend and/or capital gain distributions may continue to be reinvested in Class B shares of the Fund. |
■ | Shareholders invested in Class B shares of a Fund may exchange those shares for Class B shares of other Funds offering such shares. Certain exceptions apply, including that not all Funds may permit exchanges. |
Prospectus 2017 | 49 |
50 | Prospectus 2017 |
Prospectus 2017 | 51 |
Minimum Initial Investments | ||
Minimum
Initial Investment (a) |
Minimum
Initial Investment for Accounts with Systematic Investment Plans |
|
For all Funds, classes and account types except those listed below | $2,000 | $100 (b) |
Individual Retirement Accounts for all Funds and classes except those listed below | $1,000 | $100 (c) |
Group retirement plans | None | N/A |
Columbia Absolute Return Currency and Income Fund | $10,000 | $10,000 |
Columbia Floating Rate Fund and Columbia Inflation Protected Securities Fund | $5,000 | $5,000 |
Class K, Class R and Class R5 | None | N/A |
Class Y | $0, $1,000, $2,000 or $1 million (d) | $100 (d) |
Class R4 and Class Z | $0, $1,000 or $2,000 (e) | $100 (e) |
(a) | If your Class A, Class B, Class C, Class V, Class R4, Class Y or Class Z shares account balance falls below the minimum initial investment amount for any reason, including a market decline, you may be asked to increase it to the minimum initial investment amount or establish a monthly Systematic Investment Plan. If you do not do so, your account will be subject to a $20 annual low balance fee and/or shares may be automatically redeemed and the proceeds mailed to you if the account falls below the minimum account balance. See Buying, Selling and Exchanging Shares — Transaction Rules and Policies above. |
(b) | Columbia Government Money Market Fund — $2,000 |
(c) | Columbia Government Money Market Fund — $1,000 |
(d) | There is no minimum initial investment in Class Y shares for: group retirement plans that maintain plan-level or omnibus accounts with the Fund; collective trust funds; affiliated or unaffiliated mutual funds (e.g., funds operating as funds-of-funds); and fee-based platforms of financial intermediaries (or the clearing intermediary that they trade through) that have an agreement with the Distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Y shares within such platform and Fund shares are held in an omnibus account. The minimum initial investment in Class Y shares is $2,000 ($1,000 for IRAs; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Y shares within such platform and Fund shares are held in an omnibus account. The minimum initial investment in Class Y shares is $1 million, unless waived in the discretion of the Distributor, for the following investors: institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Y shares for their own account through platforms approved by the Distributor or an affiliate thereof to offer and/or service Class Y shares within such platform; and bank trust departments, subject to an agreement with the Distributor that specifically authorizes offering Class Y shares and provided that Fund shares are held in an omnibus account. The Distributor may, in its discretion, waive the $1 million minimum initial investment required for these Class Y investors. In each case above where noted that Fund shares are required to be held in an omnibus account, the Distributor may, in its discretion, determine to waive this requirement. |
(e) | The minimum initial investment in Class R4 shares is $2,000 ($1,000 for IRAs; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customers, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class R4 shares within such platform; for all other eligible Class R4 share investors (see Buying Shares – Eligible Investors – Class R4 Shares above), there is no minimum initial investment. The minimum initial investment amount for Class Z shares is $0, $1,000 or $2,000 depending upon the category of eligible investor. See — Class Z Shares Minimum Initial Investments below. The minimum initial investment amount for systematic investment plan accounts is the same as the amount set forth in the first two rows of the table, as applicable. |
52 | Prospectus 2017 |
■ | Any health savings account sponsored by a third party platform. |
■ | Any investor participating in an account sponsored by a financial intermediary or other entity (that provides services to the account) that is paid a fee-based advisory fee by the investor and that is not compensated by the Fund for those services, other than payments for shareholder servicing or sub-accounting performed in place of the Transfer Agent. |
■ | Individual retirement accounts (IRAs) on commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Z shares within such platform. |
■ | Any current employee of Columbia Management Investment Advisers LLC, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address are eligible to invest in Class Z shares through an individual retirement account (IRA). If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Z shares. If Class Z shares are not available at your financial intermediary, you may consider opening a Direct-at-Fund account. It is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts) the Transfer Agent that you qualify for Class Z shares; be prepared to provide proof thereof. |
■ | Investors (except investors in individual retirement accounts (IRAs)) on commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Z shares within such platform. |
■ | Any current employee of Columbia Management Investment Advisers LLC, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address are eligible to invest in Class Z shares (other than individual retirement accounts (IRAs), for which the minimum initial investment is $1,000). If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Z shares. If Class Z shares are not available at your financial intermediary, you may consider opening a Direct-at-Fund account. It is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts) the Transfer Agent that you qualify for Class Z shares; be prepared to provide proof thereof. |
■ | Certain financial institutions and intermediaries, such as insurance companies, trust companies, banks, endowments, investment companies or foundations, buying shares for their own account, including Ameriprise Financial and its affiliates and/or subsidiaries. |
■ | Bank trust departments that assess their clients an asset-based fee. |
■ | Certain other investors as set forth in more detail in the SAI. |
Prospectus 2017 | 53 |
■ | Once the Transfer Agent or your financial intermediary receives your purchase order in “good form,” your purchase will be made at the Fund’s next calculated public offering price per share, which is the NAV per share plus any sales charge that applies. |
■ | You generally buy Class A, Class T and Class V shares at the public offering price per share because purchases of these share classes are generally subject to a front-end sales charge. |
■ | You buy Class C, Class K, Class R, Class R4, Class R5, Class Y and Class Z shares at NAV per share because no front-end sales charge applies to purchases of these share classes. |
■ | The Distributor and the Transfer Agent reserve the right to cancel your order if the Fund does not receive payment within three business days of receiving your purchase order. The Fund will return any payment received for orders that have been cancelled, but no interest will be paid on that money. |
■ | Financial intermediaries are responsible for sending your purchase orders to the Transfer Agent and ensuring that the Fund receives your money on time. |
■ | Shares purchased are recorded on the books of the Fund. The Fund does not issue certificates. |
54 | Prospectus 2017 |
■ | Once the Transfer Agent or your financial intermediary receives your redemption order in “good form,” your shares will be sold at the Fund’s next calculated NAV per share. Any applicable CDSC will be deducted from the amount you're selling and the balance will be remitted to you. |
■ | If you sell your shares that are held in a Direct-at-Fund Account, we will normally send the redemption proceeds by mail or electronically transfer them to your bank account within three business days after the Transfer Agent or your financial intermediary receives your order in “good form.” |
■ | If you sell your shares through a financial intermediary, the Funds will normally send the redemption proceeds by Fedwire within three business days after the Transfer Agent or your financial intermediary receives your order in “good form.” |
■ | No interest will be paid on uncashed redemption checks. |
■ | The Funds can suspend redemptions and/or delay payment of redemption proceeds for up to seven days; the Funds can suspend redemptions and/or delay payment of redemption proceeds in excess of seven days under certain circumstances, including when the NYSE is closed or trading thereon is restricted or during emergency or other circumstances, including as determined by the SEC. |
■ | Other restrictions may apply to retirement accounts. For information about these restrictions, contact your retirement plan administrator. |
■ | For broker-dealer and wrap fee accounts: The Fund reserves the right to redeem your shares if your account falls below the Fund's minimum initial investment requirement. The Fund will notify your broker-dealer prior to redeeming shares, and will provide details on how to avoid such redemption. |
■ | Also keep in mind the Funds' Small Account Policy, which is described above in Buying, Selling and Exchanging Shares — Transaction Rules and Policies. |
Prospectus 2017 | 55 |
■ | Exchanges are made at the NAV next calculated (plus any applicable sales charge) after your exchange order is received in “good form.” |
■ | Once the Fund receives your exchange request, you cannot cancel it after the market closes. |
■ | The rules for buying shares of a Fund generally apply to exchanges into that Fund, including, if your exchange creates a new Fund account, it must satisfy the minimum investment amount, unless a waiver applies. |
■ | Shares of the purchased Fund may not be used on the same day for another exchange or sale. |
■ | If you exchange shares from Class A shares of Columbia Government Money Market Fund to a non-money market Fund, any further exchanges must be between shares of the same class. For example, if you exchange from Class A shares of Columbia Government Money Market Fund into Class C shares of a non-money market Fund, you may not exchange from Class C shares of that non-money market Fund back to Class A shares of Columbia Government Money Market Fund or Class A shares of any other Fund. |
■ | A sales charge may apply when you exchange shares of a Fund that were not assessed a sales charge at the time you purchased such shares. For example, if you invest in Columbia Government Money Market Fund (or any other Fund that does not impose a front end sales charge) and then you exchange into a non-money market Fund, your transaction is subject to a front-end sales charge if you exchange into Class A shares and to a CDSC if you exchange into Class C shares of the Funds. |
■ | If you purchased Class A shares of a non-money market Fund (and paid any applicable sales charge) and you then exchange those shares into Columbia Government Money Market Fund, you may exchange that amount to Class A of another Fund, including dividends earned on that amount, without paying a sales charge. |
■ | If your shares are subject to a CDSC, you will not be charged a CDSC upon the exchange of those shares. Any CDSC will be deducted when you sell the shares you received from the exchange. The CDSC imposed at that time will be based on the period that begins when you bought shares of the original Fund and ends when you sell the shares of the Fund you received from the exchange. Any applicable CDSC charged will be the CDSC of the original Fund. |
56 | Prospectus 2017 |
■ | You may make exchanges only into a Fund that is legally offered and sold in your state of residence. Contact the Transfer Agent or your financial intermediary for more information. |
■ | You generally may make an exchange only into a Fund that is accepting investments. |
■ | The Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation). |
■ | Unless your account is part of a tax-advantaged arrangement, an exchange for shares of another Fund is a taxable event, and you may recognize a gain or loss for tax purposes. |
■ | Changing your investment to a different Fund will be treated as a sale and purchase, and you will be subject to applicable taxes on the sale and sales charges on the purchase of the new Fund. |
■ | Class Z shares of a Fund may be exchanged for Class A or Class Z shares of another Fund. In certain circumstances, the front-end sales charge applicable to Class A shares may be waived on exchanges of Class Z shares for Class A shares. See Buying, Selling and Exchanging Shares — Buying Shares — Eligible Investors — Class Z Shares for details. |
■ | You may generally exchange Class V shares of a Fund for Class A shares of another Fund if the other Fund does not offer Class V shares. Class V shares exchanged into Class A shares cannot be exchanged back into Class V shares. |
■ | Former CFIT Shareholders may not exchange Class Y shares of a Fund into Class Y shares of another Fund. |
Prospectus 2017 | 57 |
■ | It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks. |
■ | A mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term). |
Declaration and Distribution Schedule | |
Declarations | Quarterly |
Distributions | Quarterly |
58 | Prospectus 2017 |
■ | The Fund intends to qualify and to be eligible for treatment each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund's failure to qualify for treatment as a regulated investment company would result in Fund-level taxation, and consequently, a reduction in income available for distribution to you and in the NAV of your shares. Even if the Fund qualifies for treatment as a regulated investment company, the Fund may be subject to federal excise tax on certain undistributed income or gains. |
■ | Otherwise taxable distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares. Dividends paid in January are deemed paid on December 31 of the prior year if the dividend was declared and payable to shareholders of record in October, November, or December of such prior year. |
■ | Distributions of the Fund's ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Fund's net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Fund has owned the investments that generated them, rather than how long you have owned your shares. |
■ | From time to time, a distribution from the Fund could constitute a return of capital, which is not taxable to you so long as the amount of the distribution does not exceed your tax basis in your Fund shares. A return of capital reduces your tax basis in your Fund shares, with any amounts exceeding such basis generally taxable as capital gain. |
■ | If you are an individual and you meet certain holding period and other requirements for your Fund shares, a portion of your distributions may be treated as “qualified dividend income” taxable at the lower net long-term capital gain rates instead of the higher ordinary income rates. Qualified dividend income is income attributable to the Fund's dividends received from certain U.S. and foreign corporations, as long as the Fund meets certain holding period and other requirements for the stock producing such dividends. |
■ | Certain high-income individuals (as well as estates and trusts) are subject to a 3.8% tax on net investment income. For individuals, the 3.8% tax applies to the lesser of (1) the amount (if any) by which the taxpayer's modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer's “net investment income.” |
Net investment income generally includes for this purpose dividends, including any capital gain dividends, paid by the Fund, and net gains recognized on the sale, redemption or exchange of shares of the Fund. |
■ | Certain derivative instruments when held in the Fund's portfolio subject the Fund to special tax rules, the effect of which may be to, among other things, accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund portfolio securities, or convert capital gains into ordinary income, short-term capital losses into long-term capital losses or long-term capital gains into short-term capital gains. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. |
■ | Generally, a Fund realizes a capital gain or loss on an option when the option expires, or when it is exercised, sold or otherwise terminated. However, if an option is a “section 1256 contract,” which includes most traded options on a broad-based index, and the Fund holds such option at the end of its taxable year, the Fund is deemed to sell such option at fair market value at such time and recognize any gain or loss thereon, which is generally deemed to be 60% long-term and 40% short-term gain or loss, as described further in the SAI. |
■ | Income and proceeds received by the Fund from sources within foreign countries may be subject to foreign taxes. If at the end of the taxable year more than 50% of the value of the Fund's assets consists of securities of foreign corporations, and the Fund makes a special election, you will generally be required to include in your income for |
Prospectus 2017 | 59 |
U.S. federal income tax purposes your share of the qualifying foreign income taxes paid by the Fund in respect of its foreign portfolio securities. You may be able to claim a foreign tax credit or deduction in respect of this amount, subject to certain limitations. There is no assurance that the Fund will make this election for a taxable year, even if it is eligible to do so. |
■ | A sale, redemption or exchange of Fund shares is a taxable event. This includes redemptions where you are paid in securities. Your sales, redemptions and exchanges of Fund shares (including those paid in securities) usually will result in a taxable capital gain or loss to you, equal to the difference between the amount you receive for your shares (or are deemed to have received in the case of exchanges) and your adjusted tax basis in the shares, which is generally the amount you paid (or are deemed to have paid in the case of exchanges) for them. Any such capital gain or loss generally will be long-term capital gain or loss if you have held your Fund shares for more than one year at the time of sale or exchange. In certain circumstances, capital losses may be converted from short-term to long-term; in other circumstances, capital losses may be disallowed under the “wash sale” rules. |
■ | For sales, redemptions and exchanges of shares that were acquired in a non-qualified account after 2011, the Fund generally is required to report to shareholders and the Internal Revenue Service (IRS) cost basis information with respect to those shares. The Fund uses average cost basis as its default method of calculating cost basis. For more information regarding average cost basis reporting, other available cost basis methods, and selecting or changing to a different cost basis method, please see the SAI, columbiathreadneedle.com/us, or contact the Fund at 800.345.6611. If you hold Fund shares through a financial intermediary (e.g., a brokerage firm), you should contact your financial intermediary to learn about its cost basis reporting default method and the reporting elections available to your account. |
■ | The Fund is required by federal law to withhold tax on any taxable or tax-exempt distributions and redemption proceeds paid to you (including amounts paid to you in securities and amounts deemed to be paid to you upon an exchange of shares) if: you have not provided a correct TIN or have not certified to the Fund that withholding does not apply, the IRS has notified us that the TIN listed on your account is incorrect according to its records, or the IRS informs the Fund that you are otherwise subject to backup withholding. |
60 | Prospectus 2017 |
Year Ended December 31, | |||||
Class A | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.30 | $15.95 | $12.98 | $14.35 | $12.69 |
Income from investment operations: | |||||
Net investment income | 0.22 | 0.21 | 0.20 | 0.16 | 0.21 |
Net realized and unrealized gain (loss) | 0.54 | 0.42 | 3.54 | (0.20) | 1.92 |
Total from investment operations | 0.76 | 0.63 | 3.74 | (0.04) | 2.13 |
Less distributions to shareholders: | |||||
Net investment income | (0.23) | (0.21) | (0.20) | (0.17) | (0.21) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.69) | (1.28) | (0.77) | (1.33) | (0.47) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.37 | $15.30 | $15.95 | $12.98 | $14.35 |
Total return | 4.99% | 4.32% | 29.08% | (0.37%) | 16.92% |
Ratios to average net assets (b) | |||||
Total gross expenses | 1.24% | 1.25% | 1.24% | 1.28% | 1.31% (c) |
Total net expenses (d) | 1.24% (e) | 1.25% (e) | 1.24% (e) | 1.28% (e) | 1.30% (c)(e) |
Net investment income | 1.43% | 1.33% | 1.38% | 1.07% | 1.49% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $115,826 | $123,136 | $131,148 | $105,995 | $112,410 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(e) | The benefits derived from expense reductions had an impact of less than 0.01%. |
Prospectus 2017 | 61 |
Year Ended December 31, | |||||
Class B | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.34 | $15.99 | $13.01 | $14.38 | $12.71 |
Income from investment operations: | |||||
Net investment income | 0.10 | 0.06 | 0.08 | 0.04 | 0.10 |
Net realized and unrealized gain (loss) | 0.54 | 0.45 | 3.56 | (0.19) | 1.94 |
Total from investment operations | 0.64 | 0.51 | 3.64 | (0.15) | 2.04 |
Less distributions to shareholders: | |||||
Net investment income | (0.11) | (0.09) | (0.09) | (0.06) | (0.11) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.57) | (1.16) | (0.66) | (1.22) | (0.37) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.41 | $15.34 | $15.99 | $13.01 | $14.38 |
Total return | 4.20% | 3.52% | 28.14% | (1.13%) | 16.10% |
Ratios to average net assets (b) | |||||
Total gross expenses | 1.99% | 2.00% | 1.99% | 2.03% | 2.05% (c) |
Total net expenses (d) | 1.99% (e) | 2.00% (e) | 1.99% (e) | 2.03% (e) | 2.05% (c)(e) |
Net investment income | 0.62% | 0.38% | 0.53% | 0.26% | 0.68% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $726 | $1,227 | $2,732 | $3,559 | $5,341 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(e) | The benefits derived from expense reductions had an impact of less than 0.01%. |
62 | Prospectus 2017 |
Year Ended December 31, | |||||
Class C | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.30 | $15.95 | $12.98 | $14.34 | $12.68 |
Income from investment operations: | |||||
Net investment income | 0.11 | 0.09 | 0.09 | 0.04 | 0.10 |
Net realized and unrealized gain (loss) | 0.53 | 0.42 | 3.54 | (0.18) | 1.93 |
Total from investment operations | 0.64 | 0.51 | 3.63 | (0.14) | 2.03 |
Less distributions to shareholders: | |||||
Net investment income | (0.11) | (0.09) | (0.09) | (0.06) | (0.11) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.57) | (1.16) | (0.66) | (1.22) | (0.37) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.37 | $15.30 | $15.95 | $12.98 | $14.34 |
Total return | 4.21% | 3.53% | 28.13% | (1.08%) | 16.06% |
Ratios to average net assets (b) | |||||
Total gross expenses | 1.99% | 2.00% | 1.99% | 2.03% | 2.06% (c) |
Total net expenses (d) | 1.99% (e) | 2.00% (e) | 1.99% (e) | 2.03% (e) | 2.05% (c)(e) |
Net investment income | 0.68% | 0.56% | 0.62% | 0.30% | 0.72% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $16,965 | $18,523 | $21,155 | $18,045 | $21,001 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(e) | The benefits derived from expense reductions had an impact of less than 0.01%. |
Prospectus 2017 | 63 |
Year Ended December 31, | |||||
Class I | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.36 | $16.01 | $13.03 | $14.39 | $12.72 |
Income from investment operations: | |||||
Net investment income | 0.35 | 0.28 | 0.25 | 0.22 | 0.27 |
Net realized and unrealized gain (loss) | 0.48 | 0.42 | 3.56 | (0.18) | 1.93 |
Total from investment operations | 0.83 | 0.70 | 3.81 | 0.04 | 2.20 |
Less distributions to shareholders: | |||||
Net investment income | (0.30) | (0.28) | (0.26) | (0.24) | (0.27) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.76) | (1.35) | (0.83) | (1.40) | (0.53) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.43 | $15.36 | $16.01 | $13.03 | $14.39 |
Total return | 5.41% | 4.78% | 29.61% | 0.21% | 17.48% |
Ratios to average net assets (b) | |||||
Total gross expenses | 0.81% | 0.80% | 0.80% | 0.80% | 0.84% (c) |
Total net expenses (d) | 0.81% | 0.80% | 0.80% | 0.80% | 0.84% (c) |
Net investment income | 2.21% | 1.79% | 1.70% | 1.47% | 1.95% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $108,749 | $33,308 | $45,809 | $46,560 | $70,213 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
64 | Prospectus 2017 |
Year Ended December 31, | |||||
Class K | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.34 | $15.99 | $13.02 | $14.38 | $12.72 |
Income from investment operations: | |||||
Net investment income | 0.25 | 0.23 | 0.22 | 0.19 | 0.23 |
Net realized and unrealized gain (loss) | 0.54 | 0.42 | 3.54 | (0.19) | 1.93 |
Total from investment operations | 0.79 | 0.65 | 3.76 | — | 2.16 |
Less distributions to shareholders: | |||||
Net investment income | (0.25) | (0.23) | (0.22) | (0.20) | (0.24) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.71) | (1.30) | (0.79) | (1.36) | (0.50) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.42 | $15.34 | $15.99 | $13.02 | $14.38 |
Total return | 5.18% | 4.46% | 29.17% | (0.10%) | 17.09% |
Ratios to average net assets (b) | |||||
Total gross expenses | 1.10% | 1.10% | 1.10% | 1.10% | 1.13% (c) |
Total net expenses (d) | 1.10% | 1.10% | 1.10% | 1.10% | 1.13% (c) |
Net investment income | 1.60% | 1.48% | 1.50% | 1.26% | 1.64% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $54 | $52 | $58 | $72 | $74 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
Prospectus 2017 | 65 |
Year Ended December 31, | |||||
Class R | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.29 | $15.94 | $12.97 | $14.34 | $12.67 |
Income from investment operations: | |||||
Net investment income | 0.19 | 0.17 | 0.17 | 0.13 | 0.17 |
Net realized and unrealized gain (loss) | 0.53 | 0.42 | 3.53 | (0.21) | 1.94 |
Total from investment operations | 0.72 | 0.59 | 3.70 | (0.08) | 2.11 |
Less distributions to shareholders: | |||||
Net investment income | (0.19) | (0.17) | (0.16) | (0.13) | (0.18) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.65) | (1.24) | (0.73) | (1.29) | (0.44) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.36 | $15.29 | $15.94 | $12.97 | $14.34 |
Total return | 4.73% | 4.06% | 28.78% | (0.62%) | 16.74% |
Ratios to average net assets (b) | |||||
Total gross expenses | 1.49% | 1.50% | 1.49% | 1.53% | 1.55% (c) |
Total net expenses (d) | 1.49% (e) | 1.50% (e) | 1.49% (e) | 1.53% (e) | 1.55% (c)(e) |
Net investment income | 1.21% | 1.09% | 1.15% | 0.87% | 1.20% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $8,557 | $9,140 | $9,922 | $7,491 | $6,131 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(e) | The benefits derived from expense reductions had an impact of less than 0.01%. |
66 | Prospectus 2017 |
Year Ended December 31, | |||||
Class R4 | 2016 | 2015 | 2014 | 2013 | 2012 (a) |
Per share data | |||||
Net asset value, beginning of period | $15.56 | $16.20 | $13.18 | $14.56 | $14.28 |
Income from investment operations: | |||||
Net investment income | 0.30 | 0.31 | 0.25 | 0.25 | (0.00) (b) |
Net realized and unrealized gain (loss) | 0.52 | 0.36 | 3.57 | (0.25) | 0.58 |
Total from investment operations | 0.82 | 0.67 | 3.82 | — | 0.58 |
Less distributions to shareholders: | |||||
Net investment income | (0.27) | (0.24) | (0.23) | (0.22) | (0.04) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.73) | (1.31) | (0.80) | (1.38) | (0.30) |
Net asset value, end of period | $15.65 | $15.56 | $16.20 | $13.18 | $14.56 |
Total return | 5.28% | 4.56% | 29.31% | (0.09%) | 4.08% |
Ratios to average net assets (c) | |||||
Total gross expenses | 1.00% | 1.00% | 1.00% | 1.04% | 1.07% (d)(e) |
Total net expenses (f) | 1.00% (g) | 1.00% (g) | 0.99% (g) | 1.04% (g) | 1.07% (d)(e) |
Net investment income (loss) | 1.86% | 1.98% | 1.71% | 1.74% | (0.01%) (d) |
Supplemental data | |||||
Net assets, end of period (in thousands) | $428 | $363 | $95 | $17 | $3 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Based on operations from November 8, 2012 (commencement of operations) through the stated period end. |
(b) | Rounds to zero. |
(c) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(d) | Annualized. |
(e) | Ratios include line of credit interest expense which is less than 0.01%. |
(f) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(g) | The benefits derived from expense reductions had an impact of less than 0.01%. |
Prospectus 2017 | 67 |
Year Ended December 31, | |||||
Class R5 | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.29 | $15.94 | $12.98 | $14.35 | $12.71 |
Income from investment operations: | |||||
Net investment income | 0.29 | 0.31 | 0.11 | 0.31 | 0.21 |
Net realized and unrealized gain (loss) | 0.53 | 0.38 | 3.68 | (0.29) | 1.96 |
Total from investment operations | 0.82 | 0.69 | 3.79 | 0.02 | 2.17 |
Less distributions to shareholders: | |||||
Net investment income | (0.29) | (0.27) | (0.26) | (0.23) | (0.27) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.75) | (1.34) | (0.83) | (1.39) | (0.53) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.36 | $15.29 | $15.94 | $12.98 | $14.35 |
Total return | 5.39% | 4.74% | 29.50% | 0.09% | 17.24% |
Ratios to average net assets (b) | |||||
Total gross expenses | 0.85% | 0.85% | 0.85% | 0.86% | 0.84% (c) |
Total net expenses (d) | 0.85% | 0.85% | 0.85% | 0.86% | 0.84% (c) |
Net investment income | 1.86% | 2.05% | 0.82% | 2.21% | 1.52% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $8,580 | $7,102 | $157 | $1,739 | $37 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
68 | Prospectus 2017 |
Year Ended December 31, | |||||
Class W | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.31 | $15.96 | $12.99 | $14.36 | $12.69 |
Income from investment operations: | |||||
Net investment income | 0.22 | 0.20 | 0.18 | 0.12 | 0.24 |
Net realized and unrealized gain (loss) | 0.54 | 0.43 | 3.56 | (0.16) | 1.90 |
Total from investment operations | 0.76 | 0.63 | 3.74 | (0.04) | 2.14 |
Less distributions to shareholders: | |||||
Net investment income | (0.23) | (0.21) | (0.20) | (0.17) | (0.21) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.69) | (1.28) | (0.77) | (1.33) | (0.47) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.38 | $15.31 | $15.96 | $12.99 | $14.36 |
Total return | 4.98% | 4.32% | 29.06% | (0.36%) | 17.00% |
Ratios to average net assets (b) | |||||
Total gross expenses | 1.24% | 1.25% | 1.24% | 1.27% | 1.32% (c) |
Total net expenses (d) | 1.24% (e) | 1.25% (e) | 1.24% (e) | 1.27% (e) | 1.31% (c)(e) |
Net investment income | 1.43% | 1.29% | 1.22% | 0.79% | 1.69% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $23 | $26 | $33 | $57 | $9,432 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(e) | The benefits derived from expense reductions had an impact of less than 0.01%. |
Prospectus 2017 | 69 |
Year Ended December 31, | |||||
Class Z | 2016 | 2015 | 2014 | 2013 | 2012 |
Per share data | |||||
Net asset value, beginning of period | $15.33 | $15.98 | $13.00 | $14.37 | $12.70 |
Income from investment operations: | |||||
Net investment income | 0.26 | 0.24 | 0.24 | 0.19 | 0.25 |
Net realized and unrealized gain (loss) | 0.54 | 0.43 | 3.54 | (0.19) | 1.93 |
Total from investment operations | 0.80 | 0.67 | 3.78 | — | 2.18 |
Less distributions to shareholders: | |||||
Net investment income | (0.27) | (0.25) | (0.23) | (0.21) | (0.25) |
Net realized gains | (0.46) | (1.07) | (0.57) | (1.16) | (0.26) |
Total distributions to shareholders | (0.73) | (1.32) | (0.80) | (1.37) | (0.51) |
Redemption fees: | |||||
Redemption fees added to paid-in capital | — | — | — | — | 0.00 (a) |
Net asset value, end of period | $15.40 | $15.33 | $15.98 | $13.00 | $14.37 |
Total return | 5.23% | 4.57% | 29.43% | (0.10%) | 17.28% |
Ratios to average net assets (b) | |||||
Total gross expenses | 0.99% | 1.00% | 0.99% | 1.03% | 1.06% (c) |
Total net expenses (d) | 0.99% (e) | 1.00% (e) | 0.99% (e) | 1.03% (e) | 1.05% (c)(e) |
Net investment income | 1.68% | 1.56% | 1.63% | 1.26% | 1.76% |
Supplemental data | |||||
Net assets, end of period (in thousands) | $301,531 | $319,237 | $359,305 | $289,448 | $384,007 |
Portfolio turnover | 36% | 32% | 35% | 80% | 65% |
(a) | Rounds to zero. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Ratios include line of credit interest expense which is less than 0.01%. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(e) | The benefits derived from expense reductions had an impact of less than 0.01%. |
70 | Prospectus 2017 |
* | This class of shares is not currently available for purchase. |
|
2 |
|
7 |
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10 |
|
18 |
|
18 |
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54 |
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80 |
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81 |
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82 |
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82 |
|
107 |
|
119 |
|
125 |
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127 |
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129 |
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133 |
|
135 |
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137 |
|
141 |
|
141 |
|
145 |
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145 |
|
156 |
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160 |
|
160 |
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163 |
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165 |
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166 |
|
172 |
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172 |
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172 |
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173 |
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178 |
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180 |
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182 |
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182 |
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183 |
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185 |
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185 |
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186 |
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188 |
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205 |
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245 |
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A-1 |
|
B-1 |
|
C-1 |
|
D-1 |
|
S-1 |
Statement of Additional Information – May 1, 2017 | 1 |
■ | the organization of the Trust; |
■ | the Funds' investments; |
■ | the Funds' investment adviser, investment subadviser(s) (if any) and other service providers, including roles and relationships of Ameriprise Financial and its affiliates, and conflicts of interest; |
■ | the governance of the Funds; |
■ | the Funds' brokerage practices; |
■ | the share classes offered by the Funds; |
■ | the purchase, redemption and pricing of Fund shares; and |
■ | the application of U.S. federal income tax laws. |
1933 Act | Securities Act of 1933, as amended |
1934 Act | Securities Exchange Act of 1934, as amended |
1940 Act | Investment Company Act of 1940, as amended |
Analytic Investors | Analytic Investors, LLC |
Administrative Services Agreement | The Administrative Services Agreement, as amended, if applicable, between a Trust, on behalf of the Funds, and the Investment Manager |
Ameriprise Financial | Ameriprise Financial, Inc. |
AQR | AQR Capital Management, LLC |
BANA | Bank of America, National Association |
Bank of America | Bank of America Corporation |
BFDS/DST | Boston Financial Data Services, Inc./DST Systems, Inc. |
Statement of Additional Information – May 1, 2017 | 2 |
BMO | BMO Asset Management Corp. |
Board | The Trust's Board of Trustees |
Boston Partners | Boston Partners, a d.b.a. of Boston Partners Global Investors, Inc. |
Business Day | Any day on which the NYSE is open for business. A business day typically ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE is scheduled to close early, the business day will be considered to end as of the time of the NYSE’s scheduled close. The Fund will not treat an intraday unscheduled disruption in NYSE trading or an intraday unscheduled closing as a close of regular trading on the NYSE for these purposes and will price its shares as of the regularly scheduled closing time for that day (typically, 4:00 p.m. Eastern time). Notwithstanding the foregoing, the NAV of Fund shares may be determined at such other time or times (in addition to or in lieu of the time set forth above) as the Fund’s Board may approve or ratify. On holidays and other days when the NYSE is closed, the Fund's NAV is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund's assets may still be affected on such days to the extent that the Fund holds foreign securities that trade on days that foreign securities markets are open. |
CEA | Commodity Exchange Act |
CFST | Columbia Funds Series Trust |
CFST I | Columbia Funds Series Trust I |
CFST II | Columbia Funds Series Trust II |
CFTC | The United States Commodities Futures Trading Commission |
CMOs | Collateralized mortgage obligations |
Code | Internal Revenue Code of 1986, as amended |
Codes of Ethics | The codes of ethics adopted by the Funds, the Investment Manager, Columbia Management Investment Distributors, Inc. and/or any sub-adviser, as applicable, pursuant to Rule 17j-1 under the 1940 Act |
Columbia Funds Complex | The fund complex that is comprised of the registered investment companies advised by the Investment Manager or its affiliates |
Columbia Funds or Columbia Fund Family | The open-end investment management companies, including the Funds, advised by the Investment Manager or its affiliates or principally underwritten by the Distributor |
Columbia Management | Columbia Management Investment Advisers, LLC |
Conestoga | Conestoga Capital Advisors, LLC |
Custodian | JPMorgan Chase Bank, N.A. |
DGHM | Dalton, Greiner, Hartman, Maher & Co., LLC |
Distribution Agreement | The Distribution Agreement between the Trust, on behalf of the Funds, and the Distributor |
Distribution Plan(s) | One or more of the plans adopted by the Board pursuant to Rule 12b-1 under the 1940 Act for the distribution of the Funds’ shares |
Distributor | Columbia Management Investment Distributors, Inc. |
EAM | EAM Investors, LLC |
FDIC | Federal Deposit Insurance Corporation |
Federated | Federated Investment Management Company |
FHLMC | The Federal Home Loan Mortgage Corporation |
Fitch | Fitch, Inc. |
FNMA | Federal National Mortgage Association |
The Fund(s) or a Fund | One or more of the open-end management investment companies listed on the front cover of this SAI |
GNMA | Government National Mortgage Association |
Statement of Additional Information – May 1, 2017 | 3 |
Independent Trustees | The Trustees of the Board who are not “interested persons” (as defined in the 1940 Act) of the Funds |
Interested Trustees | The Trustees of the Board who are currently deemed to be “interested persons” (as defined in the 1940 Act) of the Funds |
Investment Management Services Agreement | The Investment Management Services Agreement, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Investment Manager | Columbia Management Investment Advisers, LLC |
IRS | United States Internal Revenue Service |
JPMorgan | JPMorgan Chase Bank, N.A., the Funds' custodian |
LIBOR | London Interbank Offered Rate |
Loomis Sayles | Loomis, Sayles & Company, L.P. |
Los Angeles Capital | Los Angeles Capital Management and Equity Research, Inc. |
Management Agreement | The Management Agreements, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Moody’s | Moody’s Investors Service, Inc. |
Multi-Manager Strategies Funds | Multi-Manager Alternative Strategies Fund, Multi-Manager Directional Alternative Strategies Fund, Multi-Manager Growth Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund, Multi-Manager Total Return Bond Strategies Fund and Multi-Manager Value Strategies Fund. Shares of the Multi-Manager Strategies Funds are offered only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates. |
NASDAQ | National Association of Securities Dealers Automated Quotations system |
NAV | Net asset value per share of a Fund |
NRSRO | Nationally recognized statistical ratings organization (such as, for example, Moody’s, Fitch or S&P) |
NSCC | National Securities Clearing Corporation |
NYSE | New York Stock Exchange |
Previous Adviser | Columbia Management Advisors, LLC, the investment adviser of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which was an indirect wholly-owned subsidiary of Bank of America. |
Previous Distributor | Columbia Management Distributors, Inc., the distributor of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which was an indirect wholly-owned subsidiary of Bank of America. |
Previous Transfer Agent | Columbia Management Services, Inc., the transfer agent of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which was an indirect wholly-owned subsidiary of Bank of America. |
Prudential | PGIM, Inc., the asset management arm of Prudential Financial |
PwC | PricewaterhouseCoopers LLP |
REIT | Real estate investment trust |
REMIC | Real estate mortgage investment conduit |
RIC | A “regulated investment company,” as such term is used in the Code |
S&P | Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and “S&P” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Investment Manager. The Columbia Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Columbia Funds) |
Statement of Additional Information – May 1, 2017 | 4 |
SAI | This Statement of Additional Information, as amended and supplemented from time-to-time |
SEC | United States Securities and Exchange Commission |
Shares | Shares of a Fund |
Subadvisory Agreement | The Subadvisory Agreement among the Trust on behalf of the Fund(s), the Investment Manager and a Fund’s investment subadviser(s), as the context may require |
Subsidiary | One or more wholly-owned subsidiaries of a Fund |
TCW | TCW Investment Management Company LLC |
Threadneedle | Threadneedle International Limited |
Transfer Agency Agreement | The Transfer and Dividend Disbursing Agent Agreement between the Trust, on behalf of the Funds, and the Transfer Agent |
Transfer Agent | Columbia Management Investment Services Corp. |
Trustee(s) | One or more members of the Board’s Trustees |
Trust | Columbia Funds Series Trust I, the registered investment company in the Columbia Fund Family to which this SAI relates |
VP – Managed Volatility Funds | Columbia Variable Portfolio – Managed Volatility Conservative Fund, Columbia Variable Portfolio – Managed Volatility Conservative Growth Fund, Columbia Variable Portfolio – Managed Volatility Growth Fund, Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund, Columbia Variable Portfolio – U.S. Flexible Conservative Growth Fund, Columbia Variable Portfolio – U.S. Flexible Growth Fund and Columbia Variable Portfolio – U.S. Flexible Moderate Growth Fund |
Wasatch | Wasatch Advisors Inc |
Water Island | Water Island Capital, LLC |
Statement of Additional Information – May 1, 2017 | 5 |
Fund Name: | Referred to as: | |
CMG Ultra Short Term Bond Fund | Ultra Short Term Bond Fund | |
Columbia Adaptive Risk Allocation Fund | Adaptive Risk Allocation Fund | |
Columbia Alternative Beta Fund | Alternative Beta Fund | |
Columbia AMT-Free Connecticut Intermediate Muni Bond Fund | AMT-Free CT Intermediate Muni Bond Fund | |
Columbia AMT-Free Intermediate Muni Bond Fund | AMT-Free Intermediate Muni Bond Fund | |
Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund | AMT-Free MA Intermediate Muni Bond Fund | |
Columbia AMT-Free New York Intermediate Muni Bond Fund | AMT-Free NY Intermediate Muni Bond Fund | |
Columbia AMT-Free Oregon Intermediate Muni Bond Fund | AMT-Free OR Intermediate Muni Bond Fund | |
Columbia Balanced Fund | Balanced Fund | |
Columbia Bond Fund | Bond Fund | |
Columbia California Tax-Exempt Fund | CA Tax-Exempt Fund | |
Columbia Contrarian Core Fund | Contrarian Core Fund | |
Columbia Corporate Income Fund | Corporate Income Fund | |
Columbia Disciplined Small Core Fund | Disciplined Small Core Fund | |
Columbia Diversified Absolute Return Fund | Diversified Absolute Return Fund | |
Columbia Diversified Real Return Fund | Diversified Real Return Fund | |
Columbia Dividend Income Fund | Dividend Income Fund | |
Columbia Emerging Markets Fund | Emerging Markets Fund | |
Columbia Global Dividend Opportunity Fund | Global Dividend Opportunity Fund | |
Columbia Global Energy and Natural Resources Fund | Global Energy and Natural Resources Fund | |
Columbia Global Technology Growth Fund | Global Technology Growth Fund | |
Columbia Greater China Fund | Greater China Fund | |
Columbia High Yield Municipal Fund | HY Municipal Fund | |
Columbia Large Cap Growth Fund | Large Cap Growth Fund | |
Columbia Mid Cap Growth Fund | Mid Cap Growth Fund | |
Columbia Multi-Asset Income Fund | Multi-Asset Income Fund | |
Columbia New York Tax-Exempt Fund | NY Tax-Exempt Fund | |
Columbia Pacific/Asia Fund | Pacific/Asia Fund | |
Columbia Real Estate Equity Fund | Real Estate Equity Fund | |
Columbia Select Large Cap Growth Fund | Select Large Cap Growth Fund | |
Columbia Small Cap Growth Fund I | Small Cap Growth Fund I | |
Columbia Small Cap Value Fund I | Small Cap Value Fund I | |
Columbia Strategic Income Fund | Strategic Income Fund | |
Columbia Tax-Exempt Fund | Tax-Exempt Fund | |
Columbia Total Return Bond Fund | Total Return Bond Fund | |
Columbia U.S. Social Bond Fund | U.S. Social Bond Fund | |
Columbia U.S. Treasury Index Fund | U.S. Treasury Index Fund | |
Multi-Manager Alternative Strategies Fund | MM Alternative Strategies Fund | |
Multi-Manager Directional Alternative Strategies Fund | MM Directional Alternative Strategies Fund | |
Multi-Manager Growth Strategies Fund | MM Growth Strategies Fund | |
Multi-Manager Small Cap Equity Strategies Fund | MM Small Cap Equity Strategies Fund | |
Multi-Manager Total Return Bond Fund | MM Total Return Bond Strategies Fund |
Statement of Additional Information – May 1, 2017 | 6 |
Fund | Fiscal Year End | Prospectus Date |
Date
Began
Operations* |
Diversified** | Fund Investment Category*** |
Adaptive Risk Allocation Fund | May 31 | 10/1/2016 | 6/19/2012 | No | Alternative |
Alternative Beta Fund | May 31 | 10/1/2016 | 1/28/2015 | No | Alternative |
AMT-Free CT Intermediate Muni Bond Fund | October 31 | 3/1/2017 | 8/1/1994 | No | Tax-exempt fixed-income |
AMT-Free Intermediate Muni Bond Fund | October 31 | 3/1/2017 | 6/14/1993 | Yes | Tax-exempt fixed-income |
AMT-Free MA Intermediate Muni Bond Fund | October 31 | 3/1/2017 | 6/14/1993 | No | Tax-exempt fixed-income |
AMT-Free NY Intermediate Muni Bond Fund | October 31 | 3/1/2017 | 12/31/1991 | No | Tax-exempt fixed-income |
AMT-Free OR Intermediate Muni Bond Fund | July 31 | 12/1/2016 | 7/2/1984 | Yes | Tax-exempt fixed-income |
Balanced Fund | August 31 | 1/1/2017 | 10/1/1991 | Yes | Equity/Taxable fixed-income |
Bond Fund | April 30 | 9/1/2016 | 1/9/1986 | Yes | Taxable fixed-income |
CA Tax-Exempt Fund | October 31 | 3/1/2017 | 6/16/1986 | No | Tax-exempt fixed-income |
Contrarian Core Fund | August 31 | 1/1/2017 | 12/14/1992 | Yes | Equity |
Corporate Income Fund | April 30 | 9/1/2016 | 3/5/1986 | Yes | Taxable fixed-income |
Disciplined Small Core Fund | August 31 | 1/1/2017 | 12/14/1992 | Yes | Equity |
Diversified Absolute Return Fund | May 31 | 10/1/2016 | 2/19/2015 | Yes | Alternative |
Diversified Real Return Fund | January 31 | 6/1/2016 | 3/11/2014 | Yes | Fund-of-funds-fixed income |
Dividend Income Fund | May 31 | 10/1/2016 | 3/4/1998 | Yes | Equity |
Emerging Markets Fund | August 31 | 1/1/2017 | 1/2/1998 | Yes | Equity |
Global Dividend Opportunity Fund | August 31 | 1/1/2017 | 11/9/2000 | Yes | Equity |
Global Energy and Natural Resources Fund | August 31 | 1/1/2017 | 12/31/1992 | No | Equity |
Global Technology Growth Fund | August 31 | 1/1/2017 | 11/9/2000 | Yes | Equity |
Greater China Fund | August 31 | 1/1/2017 | 5/16/1997 | No | Equity |
HY Municipal Fund | May 31 | 10/1/2016 | 3/5/1984 | Yes | Tax-exempt fixed-income |
Large Cap Growth Fund | July 31 | 12/1/2016 | 12/14/1990 | Yes | Equity |
Mid Cap Growth Fund | August 31 | 1/1/2017 | 11/20/1985 | Yes | Equity |
MM Alternative Strategies Fund | August 31 | 1/1/2017 | 4/23/2012 | No | Alternative |
MM Directional Alternative Strategies Fund | April 30 | 10/3/2016 | 10/17/2016 | No | Alternative |
MM Growth Strategies Fund | March 31 | 8/1/2016 | 4/20/2012 | Yes | Equity |
MM Small Cap Equity Strategies Fund | August 31 | 1/1/2017 | 4/20/2012 | Yes | Equity |
MM Total Return Bond Strategies Fund | August 31 | 1/1/2017 | 4/20/2012 | Yes | Taxable fixed-income |
Multi-Asset Income Fund | April 30 | 9/1/2016 | 3/27/2015 | Yes | Flexible |
NY Tax-Exempt Fund | October 31 | 3/1/2017 | 9/26/1986 | No | Tax-exempt fixed-income |
Statement of Additional Information – May 1, 2017 | 7 |
Fund | Fiscal Year End | Prospectus Date |
Date
Began
Operations* |
Diversified** | Fund Investment Category*** |
Pacific/Asia Fund | March 31 | 8/1/2016 | 12/31/1992 | Yes | Equity |
Real Estate Equity Fund | December 31 | 5/1/2017 | 4/1/1994 | No | Equity |
Select Large Cap Growth Fund | March 31 | 8/1/2016 | 10/1/1997 | Yes | Equity |
Small Cap Growth Fund I | August 31 | 1/1/2017 | 10/1/1996 | Yes | Equity |
Small Cap Value Fund I | April 30 | 9/1/2016 | 7/25/1986 | Yes | Equity |
Strategic Income Fund | October 31 | 3/1/2017 | 4/21/1977 | Yes | Taxable fixed-income |
Tax-Exempt Fund | July 31 | 12/1/2016 | 11/21/1978 | Yes | Tax-exempt fixed-income |
Total Return Bond Fund | April 30 | 9/1/2016 | 12/5/1978 | Yes | Taxable fixed-income |
U.S. Social Bond Fund | July 31 | 12/1/2016 | 3/26/2015 | No | Tax-exempt fixed-income |
U.S. Treasury Index Fund | April 30 | 9/1/2016 | 6/4/1991 | Yes | Taxable fixed-income |
Ultra Short Term Bond Fund | July 31 | 12/1/2016 | 3/8/2004 | Yes | Taxable fixed-income |
* | Certain Funds reorganized into series of the Trust. The date of operations for these Funds represents the date on which the predecessor funds began operation. |
** | A “diversified” Fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. A “non-diversified” Fund may invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a “diversified” fund holding a greater number of investments. Accordingly, a “non-diversified” Fund’s value will likely be more volatile than the value of a more diversified fund. |
*** | The Fund Investment Category is used as a convenient way to describe Funds in this SAI and should not be deemed a description of the Fund’s principal investment strategies, which are described in the Fund’s prospectus. |
Fund | Effective Date of Name Change | Previous Fund Name |
Adaptive Risk Allocation | October 1, 2014 | Columbia Risk Allocation Fund |
Alternative Beta Fund | October 1, 2016 | Columbia Adaptive Alternatives Fund |
AMT-Free CT Intermediate Muni Bond Fund | July 7, 2014 | Columbia Connecticut Intermediate Municipal Bond Fund |
AMT-Free Intermediate Muni Bond Fund | July 7, 2014 | Columbia Intermediate Municipal Bond Fund |
AMT-Free MA Intermediate Muni Bond Fund | July 7, 2014 | Columbia Massachusetts Intermediate Municipal Bond Fund |
AMT-Free NY Intermediate Muni Bond Fund | July 7, 2014 | Columbia New York Intermediate Municipal Bond Fund |
AMT-Free OR Intermediate Muni Bond Fund | July 7, 2014 | Columbia Oregon Intermediate Municipal Bond Fund |
Disciplined Small Core Fund | April 18, 2016 | Columbia Small Cap Core Fund |
Global Dividend Opportunity Fund | August 17, 2012 | Columbia Strategic Investor Fund |
Global Energy and Natural Resources Fund | August 5, 2013 | Columbia Energy and Natural Resources Fund |
Global Technology Growth Fund | July 7, 2014 | Columbia Technology Fund |
MM Alternative Strategies Fund |
February
28, 2017
October 12, 2016 |
Active
Portfolios
®
Multi-Manager Alternatives Fund
Active Portfolios ® Multi-Manager Alternative Strategies Fund |
MM Directional Alternative Strategies Fund | February 28, 2017 | Active Portfolios ® Multi-Manager Directional Alternatives Fund |
Statement of Additional Information – May 1, 2017 | 8 |
Fund | Effective Date of Name Change | Previous Fund Name |
MM Growth Strategies Fund |
February
28, 2017
December 11, 2013 |
Active
Portfolios
®
Multi-Manager Growth Fund
Columbia Active Portfolios ® – Select Large Cap Growth Fund |
MM Small Cap Equity Strategies Fund | February 28, 2017 | Active Portfolios ® Multi-Manager Small Cap Equity Strategies Fund |
MM Total Return Bond Strategies Fund |
February
28, 2017
April 11, 2016 |
Active
Portfolios
®
Multi-Manager Total Return Bond Fund
Active Portfolios ® Multi-Manager Core Plus Bond Fund |
Total Return Bond Fund | February 19, 2016 | Columbia Intermediate Bond Fund |
Statement of Additional Information – May 1, 2017 | 9 |
Statement of Additional Information – May 1, 2017 | 10 |
A. | Buy or sell real estate |
A1 – | The Fund may not purchase or sell real estate, except each Fund may: (i) purchase securities of issuers which deal or invest in real estate, (ii) purchase securities which are secured by real estate or interests in real estate and (iii) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities which are secured by real estate or interests therein. |
A2 – | The Fund will not buy or sell real estate, unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the Fund from investing in: (i) securities or other instruments backed by real estate or interests in real estate, (ii) securities or other instruments of issuers or entities that deal in real estate or are engaged in the real estate business, (iii) real estate investment trusts (REITs) or entities similar to REITs formed under the laws of non-U.S. countries or (iv) real estate or interests in real estate acquired through the exercise of its rights as a holder of securities secured by real estate or interests therein. |
B. | Buy or sell physical commodities |
B1 – | The Fund may not purchase or sell commodities, except that each Fund may to the extent consistent with its investment objective: (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts, futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. (a) This limitation does not apply to foreign currency transactions including without limitation forward currency contracts. |
B2 – | The Fund may invest up to 25% of its total assets in one or more wholly-owned subsidiaries that may invest in commodities, thereby indirectly gaining exposure to commodities, and may, to the extent consistent with its investment objective, (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts, futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. (a) This policy does not limit foreign currency transactions including without limitation forward currency contracts. |
B3 – | The Fund will not purchase or sell commodities, except to the extent permitted by applicable law from time to time. |
Statement of Additional Information – May 1, 2017 | 11 |
B4 – | The Fund will not purchase or sell commodities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
B5 – | The Fund will not purchase or sell commodities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
(a) | For purposes of the fundamental investment policy on buying and selling physical commodities above, at the time of the establishment of the restriction for certain Funds, swap contracts on financial instruments or rates were not within the understanding of the term “commodities.” Notwithstanding any federal legislation or regulatory action by the CFTC that subjects such swaps to regulation by the CFTC, these Funds will not consider such instruments to be commodities for purposes of this restriction. |
C. | Issuer Diversification* |
C1 – | The Fund may not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 25% of its total assets may be invested without regard to these limitations and (ii) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. |
C2 – | The Fund may not, as a matter of fundamental policy, purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 50% of its total assets may be invested without regard to these limitations and (ii) the Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. |
C3 – | The Fund will not make any investment inconsistent with its classification as a diversified company under the 1940 Act. |
C4 – | The Fund will not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations; and (b) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
* | For purposes of applying the limitation set forth in its issuer diversification policy above, a Fund does not consider futures or swaps central counterparties, where the Fund has exposure to such central counterparties in the course of making investments in futures and securities, to be issuers. |
D. | Concentration* |
D1 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
D2 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief; and (iii) under normal market conditions, the Fund will invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the energy and other natural resources groups of industries. (a) |
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D3 – | The Fund will invest at least 65% of the value of its total assets in securities of companies principally engaged in the real estate industry. |
D4 – | The Fund will, under normal market conditions, invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the technology and related group of industries, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
D5 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state, municipality or territory of the United States, or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. The Fund will consider the concentration policies of any underlying funds in which it invests when evaluating compliance with its concentration policy. |
D6 – | The Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state, municipality or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. The Fund will consider the concentration policies of any underlying funds in which it invests when evaluating compliance with its concentration policy. |
D7 – | The Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
* | For purposes of applying the limitation set forth in its concentration policy, above, a Fund will generally use the industry classifications provided by the Global Industry Classification System (GICS) for classification of issuers of equity securities and the classifications provided by the Barclays Capital Aggregate Bond Index for classification of issues of fixed-income securities. To the extent that a Fund’s concentration policy requires the Fund to consider the concentration policies of any underlying funds in which it invests, the Fund will consider the portfolio positions at the time of purchase, which in the case of unaffiliated underlying funds is based on portfolio information made publicly available by them. Investments in private activity bonds that are backed only by the assets and revenues of a non-governmental issuer are subject to a Fund's industry concentration policy. A Fund does not consider futures or swaps clearinghouses or securities clearinghouses, where the Fund has exposure to such clearinghouses in the course of making investments in futures and securities, to be part of any industry. |
(a) | In determining whether Global Energy and Natural Resources Fund has invested at least 25% of the value of its total assets in the securities of one or more issuers conducting their principal business activities in the energy and other natural resources groups of industries, the Investment Manager currently uses the GICS produced by S&P and MSCI Inc. The Investment Manager currently considers companies in each of the indicated GICS industry groups to be within the energy and other natural resources groups of industries: (i) Energy, (ii) Utilities, and (iii) Materials, but limited to companies in the following GICS industries and sub-industries: the Chemicals industry (companies that primarily produce or distribute industrial and basic chemicals, including the Commodity Chemicals, Diversified Chemicals, Fertilizers & Agriculture Chemicals, Industrial Gases, and Specialty Chemicals sub-industries), the Metals & Mining industry (companies that primarily produce, process, extract, or distribute precious or basic metals or minerals, including the Aluminum, Diversified Metals & Mining, Gold, Precious Metals & Minerals, and Steel sub-industries), and the Paper & Forest Products industry (companies that primarily cultivate or manufacture timber or wood-related products or paper products, including the Forest Products and Paper Products sub-industries). |
E. | Invest 80% |
E1 – | The Fund will, under normal circumstances, invest at least 80% of its total assets in state bonds, subject to applicable state requirements. |
E2 – | Under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and Connecticut individual income tax. These securities are issued by the State of Connecticut and its political subdivisions, agencies, authorities and |
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instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but subject to Connecticut personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. | |
E3 – | As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax). These securities are issued by states and their political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. The Fund may comply with this 80% policy by investing in a partnership, trust, or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E4 – | Under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and Massachusetts individual income tax. These securities are issued by the Commonwealth of Massachusetts and its political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but may be subject to Massachusetts personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust, or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E5 – | As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and New York State individual income tax. These securities are issued by the State of New York and its political subdivisions, agencies, authorities and instrumentalities and by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands). Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but may be subject to New York State and New York City personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E6 – | Under normal circumstances, the Fund invests at least 80% of its net assets in municipal securities issued by the State of Oregon and its political subdivisions, agencies, authorities and instrumentalities. |
E7 – | Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of companies principally engaged in the real estate industry, including REITs. |
E8 – | Under normal circumstances, the Fund invests at least 80% of its total assets in tax-exempt bonds. |
E9 – | Under normal circumstances, the Fund invests at least 80% of net assets in equity securities (including, but not limited to, common stocks, preferred stocks and securities convertible into common or preferred stocks) of technology companies that may benefit from technological improvements, advancements or developments. |
F. | Act as an underwriter |
F1 – | The Fund may not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer thereof in accordance with the Fund’s investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
F2 – | The Fund will not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer where the Fund later resells such securities. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
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G. | Lending |
G1 – | The Fund may not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
G2 – | The Fund will not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
G3 – | The Fund will not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H. | Borrowing |
H1 – | The Fund may not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H2 – | The Fund will not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
H3 – | The Fund will not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
I. | Issue senior securities |
I1 – | The Fund may not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
I2 – | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
I3 – | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
■ | Bond Fund may invest up to 25% of its assets in dollar-denominated debt securities issued by foreign governments, companies or other entities. |
■ | Balanced Fund, Contrarian Core Fund and Dividend Income Fund each may invest up to 20% of its net assets in foreign securities. |
■ | Disciplined Small Core Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Small Cap Growth Fund I and Small Cap Value Fund I each may invest up to 20% of its total assets in foreign securities. |
■ | Up to 25% of the net assets of MM Total Return Bond Strategies Fund may be invested in foreign investments, which may include investments in non-U.S. dollar denominated securities, as well as investments in emerging markets securities. |
■ | MM Small Cap Equity Strategies Fund may invest up to 25% of its net assets in foreign investments. |
■ | Ultra Short Term Bond Fund may invest up to 20% of its total assets in dollar-denominated foreign debt securities. |
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■ | Each Fund (other than those Funds listed below) may not sell securities short, except as permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
■ | The following Funds may not sell securities short: AMT-Free OR Intermediate Muni Bond Fund, Balanced Fund, Bond Fund, Emerging Markets Fund, Global Dividend Opportunity Fund, Global Energy and Natural Resources Fund, Global Technology Growth Fund, Mid Cap Growth Fund, MM Growth Strategies Fund, MM Total Return Bond Strategies Fund Pacific/Asia Fund, Real Estate Equity Fund, Select Large Cap Growth Fund and Small Cap Growth Fund I. |
■ | Tax-Exempt Fund may not have a short position, unless the Fund owns, or owns rights (exercisable without payment) to acquire, an equal amount of such securities. |
■ | Tax-Exempt Fund may not purchase securities on margin, but may receive short-term credit to clear securities transactions and may make initial or maintenance margin deposits in connection with futures transactions. |
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Type of Investment | Alternative |
Equity
and Flexible |
Funds-of-Funds
– Equity and Fixed Income |
Taxable
Fixed Income (a) |
Tax-Exempt
Fixed Income |
Asset-Backed Securities | • | • | • | • | • |
Bank Obligations (Domestic and Foreign) | • | • | • | • | • |
Collateralized Bond Obligations | • | • | • | • | • |
Commercial Paper | • | • | • | • | • |
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Type of Investment | Alternative |
Equity
and Flexible |
Funds-of-Funds
– Equity and Fixed Income |
Taxable
Fixed Income (a) |
Tax-Exempt
Fixed Income |
Common Stock | • | • | • | • | — |
Convertible Securities | • | • | • | • | • |
Corporate Debt Securities | • | • | • | • | • |
Custody Receipts and Trust Certificates | • | • | • | • | • |
Debt Obligations | • | • | • | • | • |
Depositary Receipts | • | • | • | • | — |
Derivatives | • | • | • | • | • |
Dollar Rolls | • | • | • | • | • |
Exchange-Traded Notes | • | • | • | • | • |
Foreign Currency Transactions | • | • | • | • | • |
Foreign Securities | • | • | • | • | • |
Guaranteed Investment Contracts (Funding Agreements) | • | • | • | • | • |
High-Yield Securities | • | • | • | • | • |
Illiquid Securities | • | • | • | • | • |
Inflation Protected Securities | • | • | • | • | • |
Initial Public Offerings | • | • | • | • | • |
Inverse Floaters | • | • | • | • | • |
Investments in Other Investment Companies (Including ETFs) | • | • | • | • | • |
Listed Private Equity Funds | • | • | • | • | • |
Money Market Instruments | • | • | • | • | • |
Mortgage-Backed Securities | • | • | • | • | • |
Municipal Securities | • | • | • | • | • |
Participation Interests | • | • | • | • | • |
Partnership Securities | • | • | • | • | • |
Preferred Stock | • | • | • | • | • |
Private Placement and Other Restricted Securities | • | • | • | • | • |
Real Estate Investment Trusts | • | • | • | • | • |
Repurchase Agreements | • | • | • | • | • |
Reverse Repurchase Agreements | • | • | • | • | • |
Short Sales (b) | • | • | • | • | • |
Sovereign Debt | • | • | • | • | • |
Standby Commitments | • | • | • | • | • |
U.S. Government and Related Obligations | • | • | • | • | • |
Variable and Floating Rate Obligations | • | • | • | • | • |
Warrants and Rights | • | • | • | • | • |
(a) | Total Return Bond Fund is not authorized to purchase common stock or bank obligations. U.S. Treasury Index Fund is not authorized to purchase asset-backed securities, bank obligations, convertible securities, corporate debt obligations (other than money market instruments), depositary receipts, dollar rolls, foreign currency transactions, foreign securities, guaranteed investment contracts, inverse floaters, high-yield securities, mortgage-backed securities, municipal securities, participation interests, partnership securities, REITs, reverse repurchase agreements, short sales, sovereign debt and standby commitments. Ultra Short Term Bond is not authorized to purchase common stock, foreign currency transactions and short sales. |
(b) | See Fundamental and Non-Fundamental Investment Policies for Funds that are not permitted to sell securities short. |
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■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. The Fund may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value (sometimes dramatically) due to foreign market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk (the risk that Fund performance may be negatively impacted by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund exposes a significant percentage of its assets to currencies other than the U.S. dollar). The effectiveness of any currency hedging strategy by a Fund may be reduced by the Fund’s inability to precisely match forward contract amounts and the value of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency. The Fund may use these instruments to gain leveraged exposure to currencies, which is a speculative investment practice that increases the Fund's risk exposure and the possibility of losses. Unanticipated changes in the currency markets could result in reduced performance for the Fund. When the Fund converts its foreign currencies into U.S. dollars, it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market. |
■ | A forward interest rate agreement is a derivative whereby the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates (based on the notional value of the agreement). If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates (based on the notional value of the agreement). The Fund may act as a buyer or a seller. |
■ | A bond (or debt instrument) future is a derivative that is an agreement for the contract holder to buy or sell a bond or other debt instrument, a basket of bonds or other debt instrument, or the bonds or other debt instruments in an index on a specified date at a predetermined price. The buyer (long position) of a bond future is obliged to buy the underlying reference at the agreed price on expiry of the future. |
■ | A commodity-linked future is a derivative that is an agreement to buy or sell one or more commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures at a specific date in the future at a specific price. |
■ | A currency future , also an FX future or foreign exchange future, is a derivative that is an agreement to exchange one currency for another at a specified date in the future at a price (exchange rate) that is fixed on the purchase date. |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
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■ | An interest rate future is a derivative that is an agreement whereby the buyer and seller agree to the future delivery of an interest-bearing instrument on a specific date at a pre-determined price. Examples include Treasury-bill futures, Treasury-bond futures and Eurodollar futures. |
■ | A commodity-linked structured note is a derivative (structured investment) that has principal and/or interest payments based on the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), a basket of commodities, indices of commodity futures or other economic variable. If payment of interest on a commodity-linked structured note is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might receive lower interest payments (or not receive any of the interest due) on its investments if there is a loss of value in the underlying reference. Further, to the extent that the amount of principal to be repaid upon maturity is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might not receive a portion (or any) of the principal at maturity of the investment or upon earlier exchange. At any time, the risk of loss associated with a particular structured note in the Fund’s portfolio may be significantly higher than the value of |
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the note. A liquid secondary market may not exist for the commodity-linked structured notes held in the Fund’s portfolio, which may make it difficult for the notes to be sold at a price acceptable to the portfolio manager(s) or for the Fund to accurately value them. |
■ | Structured investments include collateralized debt obligations which are debt instruments that are collateralized by the underlying cash flows of a pool of financial assets or receivables. |
■ | An equity-linked note (ELN) is a derivative (structured investment) that has principal and/or interest payments based on the value of a single equity security, a basket of equity securities or an index of equity securities. An ELN typically provides interest income, thereby offering a yield advantage over investing directly in an underlying equity. The Fund may purchase ELNs that trade on a securities exchange or those that trade on the over-the-counter markets, as well as in privately negotiated transactions with the issuer of the ELN. The liquidity of unlisted ELNs is normally determined by the willingness of the issuer to make a market in the ELN. While the Fund will seek to purchase ELNs only from issuers that it believes to be willing to, and capable of, repurchasing the ELN at a reasonable price, there can be no assurance that the Fund will be able to sell any ELN at such a price or at all. This may impair the Fund’s ability to enter into other transactions at a time when doing so might be advantageous. The Fund’s investments in ELNs have the potential to lead to significant losses because ELNs are subject to the market and volatility risks associated with their underlying equity. In addition, because ELNs often take the form of unsecured notes of the issuer, the Fund would be subject to the risk that the issuer may default on its obligations under the ELN, thereby subjecting the Fund to the further risk of being too concentrated in the securities (including ELNs) of that issuer. The Fund may or may not hold an ELN until its maturity. ELNs also include participation notes. |
■ | A commodity-linked swap is a derivative (swap) that is an agreement where the underlying reference is the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures. |
■ | A credit default swap (including a swap on a credit default index, sometimes referred to as a credit default swap index) is a derivative and special type of swap where one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return upon the occurrence of a particular credit event by one or more third parties, such as bankruptcy, default or a similar event. A credit default swap may be embedded within a structured note or other derivative instrument. Credit default swaps enable an investor to buy or sell protection against such a credit event (such as an issuer’s bankruptcy, restructuring or failure to make timely payments of interest or principal). Credit default swap indices are indices that reflect the performance of a basket of credit default swaps and are subject to the same risks as credit default swaps. If such a default were to occur, any contractual remedies that the Fund may have may be subject to bankruptcy and insolvency laws, which could delay or limit the Fund's recovery. Thus, if the counterparty under a credit default swap defaults on its obligation to make payments thereunder, as a result of its bankruptcy or otherwise, the Fund may lose such payments altogether, or collect only a portion thereof, which collection could involve costs or delays. The Fund’s return from investment in a credit default swap index may not match the return of the referenced index. Further, investment in a credit default swap index could result in losses if the referenced index does not perform as expected. Unexpected changes in the composition of the index may also affect performance of the credit default swap index. If a referenced index has a dramatic intraday move that causes a material decline in the Fund’s net assets, the terms of the Fund’s credit default swap index may permit the counterparty to immediately close out the transaction. In that event, the Fund may be unable to enter into another credit default swap index or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. |
■ | An inflation rate swap is a derivative typically used to transfer inflation risk from one party to another through an exchange of cash flows. In an inflation rate swap, one party pays a fixed rate on a notional principal amount, while the other party pays a floating rate linked to an inflation index, such as the Consumer Price Index (CPI). |
■ | An interest rate swap is a derivative in which two parties agree to exchange interest rate cash flows, based on a specified notional amount from a fixed rate to a floating rate (or vice versa) or from one floating rate to another. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and foreign interest rates. |
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■ | Portfolio and total return swaps are derivative swap transactions in which one party agrees to pay the other party an amount equal to the total return of a defined underlying reference during a specified period of time. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return of a different underlying reference. |
■ | Contracts for differences are swap arrangements in which the parties agree that their return (or loss) will be based on the relative performance of two different groups or baskets of securities or other instruments. Often, one or both baskets will be an established securities index. The Fund’s return will be based on changes in value of theoretical long futures positions in the securities comprising one basket (with an aggregate face value equal to the notional amount of the contract for differences) and theoretical short futures positions in the securities comprising the other basket. The Fund also may use actual long and short futures positions and achieve similar market exposure by netting the payment obligations of the two contracts. If the short basket outperforms the long basket, the Fund will realize a loss – even in circumstances when the securities in both the long and short baskets appreciate in value. |
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Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
Alternative Beta Fund (a) | $0 - $500 | 0.960% | 10/1/2016 |
>$500 - $1,000 | 0.955% | ||
>$1,000 - $3,000 | 0.950% | ||
>$3,000 - $12,000 | 0.940% | ||
>$12,000 | 0.930% | ||
AMT-Free Intermediate Muni Bond Fund | $0 - $500 | 0.480% | 3/1/2016 |
Tax-Exempt Fund | >$500 - $1,000 | 0.475% | 12/1/2015 |
U.S. Social Bond Fund (b) | >$1,000 - $2,000 | 0.445% | 12/1/2015 |
>$2,000 - $3,000 | 0.420% | ||
>$3,000 - $6,000 | 0.385% | ||
>$6,000 - $9,000 | 0.360% | ||
>$9,000 - $10,000 | 0.350% | ||
>$10,000 - $12,000 | 0.340% | ||
>$12,000 - $15,000 | 0.330% | ||
>$15,000 - $24,000 | 0.320% | ||
>$24,000 - $50,000 | 0.300% | ||
>$50,000 | 0.290% | ||
AMT-Free OR Intermediate Muni Bond Fund | $0 - $250 | 0.470% | 12/1/2015 |
AMT-Free CT Intermediate Muni Bond Fund | >$250 - $500 | 0.465% | 3/1/2016 |
AMT-Free MA Intermediate Muni Bond Fund | >$500 - $1,000 | 0.415% | 3/1/2016 |
AMT-Free NY Intermediate Muni Bond Fund | >$1,000 - $3,000 | 0.380% | 3/1/2016 |
CA Tax-Exempt Fund | >$3,000 - $6,000 | 0.340% | 3/1/2016 |
NY Tax-Exempt Fund | >$6,000 - $7,500 | 0.330% | 3/1/2016 |
>$7,500 - $12,000 | 0.320% | ||
>$12,000 | 0.310% | ||
Balanced Fund | $0 - $500 | 0.720% | 1/1/2016 |
Dividend Income Fund | >$500 - $1,000 | 0.670% | 10/1/2015 |
>$1,000 - $1,500 | 0.620% | ||
>$1,500 - $3,000 | 0.570% | ||
>$3,000 - $6,000 | 0.550% | ||
>$6,000 - $12,000 | 0.530% | ||
>$12,000 | 0.520% | ||
Bond Fund | $0 - $500 | 0.500% | 1/1/2016 |
Corporate Income Fund | >$500 - $1,000 | 0.495% | 9/1/2015 |
MM Total Return Bond Strategies Fund | >$1,000 - $2,000 | 0.480% | 9/1/2015 |
Total Return Bond Fund | >$2,000 - $3,000 | 0.460% | 9/1/2015 |
>$3,000 - $6,000 | 0.450% | ||
>$6,000 - $7,500 | 0.430% | ||
>$7,500 - $9,000 | 0.415% | ||
>$9,000 - $12,000 | 0.410% | ||
>$12,000 - $20,000 | 0.390% | ||
>$20,000 - $24,000 | 0.380% | ||
>$24,000 - $50,000 | 0.360% | ||
>$50,000 | 0.340% | ||
Contrarian Core Fund | $0 - $500 | 0.770% | 8/1/2015 |
Global Dividend Opportunity Fund | >$500 - $1,000 | 0.720% | 1/1/2016 |
Large Cap Growth Fund | >$1,000 - $1,500 | 0.670% | 1/1/2016 |
MM Growth Strategies Fund | >$1,500 - $3,000 | 0.620% | 12/1/2015 |
Select Large Cap Growth Fund | >$3,000 - $6,000 | 0.600% | 8/1/2015 |
>$6,000 - $12,000 | 0.580% | ||
>$12,000 | 0.570% |
Statement of Additional Information – May 1, 2017 | 83 |
Statement of Additional Information – May 1, 2017 | 84 |
Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
MM Small Cap Equity Strategies Fund | $0 - $250 | 0.980% | 1/1/2016 |
>$250 - $500 | 0.930% | ||
>$500 - $1,000 | 0.875% | ||
>$1,000 - $3,000 | 0.870% | ||
>$3,000 - $12,000 | 0.860% | ||
>$12,000 | 0.850% | ||
Multi-Asset Income Fund | $0 - $500 | 0.660% | 9/1/2015 |
>$500 - $1,000 | 0.625% | ||
>$1,000 - $1,500 | 0.610% | ||
>$1,500 - $3,000 | 0.600% | ||
>$3,000 - $6,000 | 0.570% | ||
>$6,000 - $12,000 | 0.545% | ||
>$12,000 | 0.510% | ||
Real Estate Equity Fund | $0 - $500 | 0.750% | 5/1/2016 |
>$500 - $1,000 | 0.745% | ||
>$1,000 - $1,500 | 0.720% | ||
>$1,500 - $3,000 | 0.670% | ||
>$3,000 | 0.660% | ||
Strategic Income Fund | $0 - $500 | 0.600% | 3/1/2016 |
>$500 - $1,000 | 0.590% | ||
>$1,000 - $2,000 | 0.575% | ||
>$2,000 - $3,000 | 0.555% | ||
>$3,000 - $6,000 | 0.530% | ||
>$6,000 - $7,500 | 0.505% | ||
>$7,500 - $9,000 | 0.490% | ||
>$9,000 - $10,000 | 0.481% | ||
>$10,000 - $12,000 | 0.469% | ||
>$12,000 - $15,000 | 0.459% | ||
>$15,000 - $20,000 | 0.449% | ||
>$20,000 - $24,000 | 0.433% | ||
>$24,000 - $50,000 | 0.414% | ||
>$50,000 | 0.393% | ||
U.S. Treasury Index Fund (c) | All assets | 0.400% | 9/1/2015 |
Ultra Short Term Bond Fund (d) | All assets | 0.250% | 12/1/2015 |
Statement of Additional Information – May 1, 2017 | 85 |
Asset Category |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
Category 1 : Assets invested in affiliated mutual funds, exchange- traded funds and closed-end funds that pay a management services fee (or an investment management services fee, as applicable) to the Investment Manager. | $0 - $500 | 0.060% | 10/1/2015 |
>$500 - $1,000 | 0.055% | ||
>$1,000 - $3,000 | 0.050% | ||
>$3,000 - $12,000 | 0.040% | ||
>$12,000 | 0.030% | ||
Category 2 : Assets invested in exchange-traded funds and mutual funds that are not managed by the Investment Manager or its affiliates. | $0 - $500 | 0.160% | |
>$500 - $1,000 | 0.155% | ||
>$1,000 - $3,000 | 0.150% | ||
>$3,000 - $12,000 | 0.140% | ||
>$12,000 | 0.130% | ||
Category 3 : Securities, instruments and other assets not described above, including without limitation affiliated mutual funds, exchange-traded funds and closed-end funds that do not pay a management services fee (or an investment management services fee, as applicable) to the Investment Manager, third party closed-end funds, derivatives and individual securities. | $0 - $500 | 0.760% | |
>$500 - $1,000 | 0.745% | ||
>$1,000 - $1,500 | 0.730% | ||
>$1,500 - $3,000 | 0.720% | ||
>$3,000 - $6,000 | 0.690% | ||
>$6,000 - $12,000 | 0.665% | ||
>$12,000 | 0.630% |
Statement of Additional Information – May 1, 2017 | 86 |
Management Services Fees | |||
Fund | 2016 | 2015 | 2014 |
Bond Fund | $1,850,973 | N/A | N/A |
Corporate Income Fund | $4,120,977 | N/A | N/A |
MM Directional Alternative Strategies Fund (a) | N/A | N/A | N/A |
Multi-Asset Income Fund | $387,936 | N/A | N/A |
Small Cap Value Fund I | $4,030,575 | N/A | N/A |
Total Return Bond Fund | $10,476,193 | N/A | N/A |
U.S. Treasury Index Fund | $1,480,883 | N/A | N/A |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | $2,017,753 | N/A | N/A |
Alternative Beta Fund | $1,360,397 | N/A | N/A |
Diversified Absolute Return Fund | $1,189,076 | N/A | N/A |
Dividend Income Fund | $31,592,477 | N/A | N/A |
HY Municipal Fund | $3,193,770 | N/A | N/A |
For Funds with fiscal period ending July 31 | |||
AMT-Free OR Intermediate Muni Bond Fund | $1,434,255 | N/A | N/A |
Large Cap Growth Fund | $14,487,605 | N/A | N/A |
Tax-Exempt Fund | $11,938,008 | N/A | N/A |
U.S. Social Bond Fund | $98,416 | N/A | N/A |
Ultra Short Term Bond Fund | $2,387,448 | N/A | N/A |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | $18,729,563 | N/A | N/A |
Contrarian Core Fund | $32,688,864 | N/A | N/A |
Disciplined Small Core Fund | $1,772,071 | N/A | N/A |
Emerging Markets Fund | $8,354,982 | N/A | N/A |
Global Dividend Opportunity Fund | $3,221,310 | N/A | N/A |
Global Energy and Natural Resources Fund | $1,170,361 | N/A | N/A |
Global Technology Growth Fund | $2,823,794 | N/A | N/A |
Greater China Fund | $727,251 | N/A | N/A |
Mid Cap Growth Fund | $9,262,706 | N/A | N/A |
MM Alternative Strategies Fund | $5,482,144 | N/A | N/A |
MM Small Cap Equity Strategies Fund | $7,075,706 | N/A | N/A |
MM Total Return Bond Strategies Fund | $18,227,573 | N/A | N/A |
Small Cap Growth Fund I | $2,314,637 | N/A | N/A |
For Funds with fiscal period ending October 31 | |||
AMT-Free CT Intermediate Muni Bond Fund | $505,837 | N/A | N/A |
AMT-Free Intermediate Muni Bond Fund | $7,342,461 | N/A | N/A |
AMT-Free MA Intermediate Muni Bond Fund | $933,954 | N/A | N/A |
AMT-Free NY Intermediate Muni Bond Fund | $920,201 | N/A | N/A |
CA Tax-Exempt Fund | $1,731,638 | N/A | N/A |
NY Tax-Exempt Fund | $713,605 | N/A | N/A |
Strategic Income Fund | $10,820,358 | N/A | N/A |
For Funds with fiscal period ending December 31 | |||
Real Estate Equity Fund | $2,757,449 | N/A | N/A |
Statement of Additional Information – May 1, 2017 | 87 |
Investment Advisory Services Fees | |||
2016 | 2015 | 2014 | |
For Funds with fiscal period ending January 31 | |||
Diversified Real Return Fund | $6,504 | $6,813 (a) | N/A |
For Funds with fiscal period ending March 31 | |||
MM Growth Strategies Fund | 4,662,175 | 11,264,268 | $9,510,480 |
Pacific/Asia Fund | 772,948 | 2,337,343 | 2,684,715 |
Select Large Cap Growth Fund | 14,071,760 | 40,020,937 | 36,199,976 |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 890,053 | 3,091,167 | 4,135,423 |
Corporate Income Fund | 2,057,083 | 6,174,639 | 6,040,737 |
MM Directional Alternative Strategies Fund (b) | N/A | N/A | N/A |
Multi-Asset Income Fund | 184,801 | 47,483 (c) | N/A |
Small Cap Value Fund I | 2,410,692 | 9,230,465 | 10,928,618 |
Total Return Bond Fund | 4,803,822 | 15,122,287 | 18,867,679 |
U.S. Treasury Index Fund | 134,417 | 325,652 | 315,583 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 869,670 | 1,474,567 | 112,337 |
Alternative Beta Fund | 674,446 | 642,780 (d) | N/A |
Diversified Absolute Return Fund | 402,600 | 320,186 (e) | N/A |
Dividend Income Fund | 15,277,338 | 47,320,865 | 45,795,703 |
Statement of Additional Information – May 1, 2017 | 88 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(d) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(e) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(f) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
Statement of Additional Information – May 1, 2017 | 89 |
Fund | Subadviser |
Parent
Company/Other Information |
Fee Schedule |
For Funds with fiscal period ending January 31 | |||
Diversified Real Return Fund |
Threadneedle
(since commencement of operations) |
A | 0.00% for all assets (a) |
For Funds with fiscal period ending March 31 | |||
MM Growth Strategies Fund |
Loomis
Sayles
(effective December 11, 2013) |
B | 0.27% for all assets |
Los
Angeles Capital
(effective February 7, 2017) |
M | 0.30% on the first $100 million declining to 0.13% as assets increase |
Statement of Additional Information – May 1, 2017 | 90 |
Fund | Subadviser |
Parent
Company/Other Information |
Fee Schedule |
For Funds with fiscal period ending April 30 | |||
MM Directional Alternative Strategies Fund |
Boston
Partners
(since commencement of operations) |
K | 0.95% for all assets |
AQR
(since commencement of operations) |
C | 0.90% on the first $100 million declining to 0.85% as assets increase | |
Analytic
Investors
(since commencement of operations) |
L | 0.750% on the first $20 million declining to 0.625% as assets increase | |
Threadneedle
(since commencement of operations) |
A | 0.72% for all assets | |
Multi-Asset Income Fund |
Threadneedle
(since commencement of operations) |
A | 0.16% for all assets |
For Funds with fiscal period ending May 31 | |||
Alternative Beta Fund |
Threadneedle
(since commencement of operations) |
A | 0.45% for all assets |
Diversified Absolute Return Fund |
Threadneedle
(since commencement of operations) |
A | 0.45% for all assets |
For Funds with fiscal period ending July 31 | |||
U.S. Social Bond Fund |
Threadneedle
(since commencement of operations) |
A | 0.16% for all assets |
Statement of Additional Information – May 1, 2017 | 91 |
Fund | Subadviser |
Parent
Company/Other Information |
Fee Schedule |
For Funds with fiscal period ending August 31 | |||
MM Alternative Strategies Fund |
AQR
(since commencement of operations) |
C | 0.65% on the first $500 million declining to 0.50% as assets increase (b) |
TCW
(effective March 29, 2017) |
E | 0.30% on the first $500 million declining to 0.15% as assets increase | |
Water
Island
(since commencement of operations) |
D | 0.70% on the first $50 million declining to 0.60% as assets increase | |
MM Small Cap Equity Strategies Fund |
BMO
(c)
(effective May 1, 2017) |
I | 0.30% on the first $200 million, declining to 0.20% as assets increase (b) |
Conestoga
(effective October 1, 2012) |
F | 0.48% on all assets | |
DGHM
(since commencement of operations) |
G | 0.65% of the first $50 million declining to 0.35% as assets increase up to $200 million, thereafter 0.45% | |
EAM
(since commencement of operations) |
H | 0.50% of the first $100 million declining to 0.40% as assets increase | |
MM Total Return Bond Strategies Fund |
Loomis
Sayles
(effective April 11, 2016) |
B | 0.15% on the first $500 million and 0.08% as assets increase |
Prudential
(effective May 16, 2016) |
J | 0.20% on the first $300 million declining to 0.09% as assets increase | |
TCW
(since commencement of operations) |
E | 0.18% on the first $500 million declining to 0.05% as assets increase (b) |
(a) | The Fund invests substantially all of its assets in affiliated underlying funds, for which the Investment Manager is not paid management services fees and, therefore, the subadvisory fee rate is 0.00%. |
(b) | The fee is calculated based on the combined net assets of certain Columbia Funds subject to the subadviser’s investment management. |
Statement of Additional Information – May 1, 2017 | 92 |
Statement of Additional Information – May 1, 2017 | 93 |
Subadvisory Fees Paid | ||||
Fund | Subadviser | 2016 | 2015 | 2014 |
MM Small Cap Equity Strategies Fund | BMO | $601,312 | N/A | N/A |
Conestoga | 1,210,731 | $894,675 | $769,719 | |
DGHM | 1,156,275 | 907,318 | 778,710 | |
EAM | 1,022,250 | 875,997 | 768,575 | |
MM Total Return Bond Strategies Fund |
Former
subadviser:
Federated (through May 13, 2016) |
972,639 | 1,321,671 | 1,184,125 |
Loomis Sayles | 506,365 (d) | N/A | N/A | |
Prudential | 613,465 (e) | N/A | N/A | |
TCW | 1,540,587 | 1,577,344 | 1,883,217 |
(a) | The subadviser began managing the Fund after its last fiscal year end; therefore there are no fees to report. |
(b) | For the period from December 11, 2013 to March 31, 2014. |
(c) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
(d) | For the period from April 11, 2016 to August 31, 2016. |
(e) | For the period from May 16, 2016 to August 31, 2016. |
Statement of Additional Information – May 1, 2017 | 94 |
Statement of Additional Information – May 1, 2017 | 95 |
Statement of Additional Information – May 1, 2017 | 96 |
Other
accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
MM
Directional
Alternative Strategies Fund |
Boston
Partners:
Joseph Feeney (f) |
2 RICs |
$6.70 million |
None |
None |
Boston
Partners |
Boston
Partners |
Eric Connerly (f) |
2
RICs
|
$6.70 million | None | None | |||
AQR:
Michele Aghassi (f) |
17 RICs 19 PIVs 10 other accounts |
$5.97 billion $9.87 billion $2.54 billion |
12 PIVs ($5.5 B) 1 other account ($306 M) |
None | AQR | AQR | |
Andrea Frazzini (f) |
35
RICs
28 PIVs 32 other accounts |
$15.25
billion
$15.07 billion $12.80 billion |
19
PIVs
($11.18 B) 7 other accounts ($1.18 B) |
None | |||
Jacques Friedman (f) |
48
RICs
46 PIVs 112 other accounts |
$25.10
billion
$21.80 billion $52.80 billion |
33
PIVs
($16.14 B) 33 other accounts ($13. 61 B) |
None | |||
Hoon Kim (f) |
8
RICs
14 PIVs 21 other accounts |
$3.90
billion
$6.06 billion $8.90 billion |
9
PIVs
($2.84 B) 4 other accounts ($681 M) |
None | |||
Analytic
Investors:
Harindra de Silva (f) |
13 RICs 18 PIVs 32 other accounts |
$5.44 million $2.21 million $7.32 million |
3
PIVs
($197.9 M) 2 other accounts ($266 M) |
None |
Analytic
Investors |
Analytic
Investors |
|
Dennis Bein (f) |
10
RICs
18 PIVs 31 other accounts |
$3.06
million
$2.21 million $7.01 million |
3
PIVs
($197.9 M) 2 other accounts ($266 M) |
None | |||
David Krider (f) |
5
RIVs
14 PICs 11 other accounts |
$1.44
million
$1.91 million $2.12 million |
1
PIV
($128.6 M) 1 other account ($31.3 M) |
None | |||
Multi-Asset
Income Fund |
Jeffrey Knight |
23
RICs
3 PIVs 5 other accounts |
$66.68
billion
$524.75 million $9.66 million |
None |
$100,001
–
$500,000 (b) |
Columbia
Management |
Columbia
Management |
Anwiti Bahuguna |
18
RICs
22 PIVs 16 other accounts |
$65.50
billion
$2.72 billion $109.38 million |
1
PIV
($504 M) |
None | |||
Dan Boncarosky |
2
RICs
2 other accounts |
$6.62
million
$0.16 million |
None | None | |||
Joshua Kutin |
4
RICs
4 PIVs 14 other accounts |
$1.18
billion
$24.36 million $9.39 million |
None | None |
Statement of Additional Information – May 1, 2017 | 97 |
Statement of Additional Information – May 1, 2017 | 98 |
Other
accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Dividend
Income Fund |
Michael
S.
Barclay |
1
RIC
2 PIVs 73 other accounts |
$44.26
million
$933.66 million $1.16 billion |
None |
$100,001
–
$500,000 (a)(d) $50,001 – $100,000 (b) |
Columbia
Management |
Columbia
Management |
Scott L. Davis |
1
RIC
2 PIVs 75 other accounts |
$44.26
million
$933.66 million $1.23 billion |
None |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
|||
Peter Santoro |
4
RICs
2 PIVs 67 other accounts |
$1.63
billion
$933.66 million $1.54 billion |
None |
$10,001
–
$50,000 (b) |
|||
High
Yield
Municipal Fund |
Chad
H.
Farrington |
2
RICs
12 other accounts |
$766.91
million
$172.67 million |
None |
$10,001
–
$50,000 (a) $10,001 – $50,000 (b) |
Columbia
Management |
Columbia
Management |
Catherine Stienstra (e) |
5
RICs
2 PIVs 4 other accounts |
$3.94
billion
$1.78 billion $14.39 million |
None |
$1
–
$10,000 (b) |
|||
For Funds with fiscal year ending July 31 – Information is as of July 31, 2016, unless otherwise noted | |||||||
AMT-Free
OR
Intermediate Muni Bond Fund |
Brian
M.
McGreevy |
11
RICs
7 other accounts |
$4.48
billion
$268.07 million |
None | None | Columbia Management | Columbia Management |
Paul Fuchs |
5
RICs
6 other accounts |
$3.53
billion
$1.40 million |
None | None | |||
Large
Cap
Growth Fund |
Peter
R.
Deininger |
4
RICs
8 other accounts |
$3.56
billion
$257.87 million |
None |
$10,001
–
$50,000 (b) |
Columbia
Management |
Columbia
Management |
John T. Wilson |
4
RICs
8 other accounts |
$3.56
billion
$270.03 million |
None |
over
$1,000,000 (a) $100,001 – $500,000 (b) |
|||
Tchintcia S. Barros |
4
RICs
7 other accounts |
$3.56
billion
$257.54 million |
None |
$10,001
–
$50,000 (b) |
|||
Tax-Exempt
Fund |
Kimberly
A.
Campbell |
24
other
accounts |
$162.04
million
|
None |
$10,001
–
$50,000 (a) $10,001 – $50,000 (b) |
Columbia
Management |
Columbia
Management |
James Dearborn |
1
RIC
4 other accounts |
$31.39
million
$0.91 million |
None | None | |||
U.S.
Social
Bond Fund |
James Dearborn |
4
other
accounts |
$0.91 million | None |
$50,001
–
$100,000 (a) $50,001 – $100,000 (b) |
Columbia
Management |
Columbia
Management |
Chad Farrington |
2
RICs
12 other accounts |
$1.77
billion
$173.77 million |
None |
$10,001
–
$50,000 (b) |
|||
Tom Murphy |
12
RICs
29 PIVs 34 other accounts |
$3.18
billion
$35.72 billion $4.97 billion |
None | None |
Statement of Additional Information – May 1, 2017 | 99 |
Statement of Additional Information – May 1, 2017 | 100 |
Other
accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Emerging
Markets Fund |
Robert
B.
Cameron |
2
RICs
1 PIV 9 other accounts |
$702.37
billion
$634.96 million $90.56 million |
None |
$100,001
–
$500,000 (b) |
Columbia
Management |
Columbia
Management |
Jasmine
(Weili)
Huang |
4
RICs
1 PIV 12 other accounts |
$1.05
billion
$634.96 million $90.38 million |
None |
$100,001
–
$500,000 (b) |
|||
Dara J. White |
2
RICs
2 PIV 7 other accounts |
$702.37
million
$656.74 million $92.14 million |
None |
$500,001
–
$1,000,000 (a) $100,001 – $500,000 (b) |
|||
Young Kim |
2
RICs
1 PIV 7 other accounts |
$702.37
billion
$634.96 million $89.66 million |
None | $10,001-$50,000 (b) | |||
Perry Vickery (g) | 5 other accounts | $0.82 million | None |
$1
- $10,000
(a)
$1 - $10,000 (b) |
|||
Global
Dividend Opportunity Fund |
Jonathan Crown |
1
other
account |
$29.14 million | None | None (c) | Threadneedle | Threadneedle |
Global
Energy
and Natural Resources Fund |
Josh Kapp |
1
PIV
4 other accounts |
$26.65
million
$1.59 million |
None | None |
Columbia
Management |
Columbia
Management |
Jonathan Mogil |
1
RIC
1 PIV 11 other accounts |
$5.94
million
$26.65 million 2.01 million |
None | None | |||
Global
Technology Growth Fund |
Rahul Narang |
5
RICs
7 other accounts |
$1.22
billion
$0.72 million |
None |
$100,001
–
$500,000 (b) |
Columbia
Management |
Columbia
Management |
Greater
China
Fund |
Jasmine
(Weili)
Huang |
4
RICs
1 PIV 12 other accounts |
$2.25
billion
$634.96 million $90.38 million |
None |
$10,001
–
$50,000 (b) |
Columbia
Management |
Columbia
Management |
Mid
Cap
Growth Fund |
George J. Myers |
1
RIC
2 PIVs 9 other accounts |
$420.97
million
$210.62 million $16.18 million |
None |
$10,001
–
$50,000 (a) $10,001-$50,000 (b) |
Columbia
Management |
Columbia
Management |
Brian D. Neigut |
1
RIC
2 PIVs 8 other accounts |
$420.97
million
$210.62 million $15.36 million |
None |
$10,001
–
$50,000 (b) |
|||
William
Chamberlain |
1
RIC
1 PIV 5 other accounts |
$420.97
million
$205.94 million $15.17 million |
None |
$10,001
–
$50,000 (b) |
Statement of Additional Information – May 1, 2017 | 101 |
Statement of Additional Information – May 1, 2017 | 102 |
Statement of Additional Information – May 1, 2017 | 103 |
Other
accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Columbia
Management:
Carl W. Pappo |
5 RICs 1 PIV 24 other accounts |
$10.83 billion $59.61 billion $2.33 billion |
None |
None |
Columbia
Management |
Columbia
Management |
|
Brian Lavin |
13
RICs
1 PIV 5 other accounts |
$18.82
billion
$59.61 million $3.72 million |
None | None | |||
Jason Callan |
8
RICs
7 PIVs 4 other accounts |
$14.71
billion
$15.76 billion $834,227.78 |
None | None | |||
Loomis
Sayles:
Christopher Harms |
3 RICs 5 PIVs 143 other accounts |
$1.42 billion $1.36 billion $12.31 billion |
None |
None |
Loomis
Sayles |
Loomis
Sayles |
|
MM
Total
Return Bond Strategies Fund |
Clifton Rowe |
3
RICS
7 PIVs 138 other accounts |
$1.42
billion
$1.52 billion $12.45 billion |
None | None | ||
Kurt Wagner |
3
RICs
9 PIVs 155 other accounts |
$1.42
billion
$10.68 billion $15.79 billion |
2
other
accounts ($4.63 B) |
None | |||
Prudential:
Michael Collins |
28 RICS 7 PIVs 64 other accounts |
$48.28 billion $6.67 billion $18.17 billion |
None |
None | Prudential | Prudential | |
Robert Tipp |
23
RICS
18 PIVs 80 other accounts |
$24.39
billion
$9.50 billion $21.17 billion |
1
PIV
($0.10 M) |
None | |||
Richard Piccirillo |
36
RICS
23 PIVs 116 other accounts |
$40.08
billion
$10.53 billion $43.42 billion |
2 PIVs | None | |||
Gregory Peters |
14
RICS
7 PIVs 33 other accounts |
$33.59
billion
$2.91 billion $15.29 billion |
None | None |
Statement of Additional Information – May 1, 2017 | 104 |
Other
accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
TCW:
Tad Rivelle |
31 RICs 40 PIVs 235 other accounts |
$115.44 billion $6.25 billion $36.29 billion |
22 PIVs ($1.82 B) 6 other accounts ($3.44 B) |
None | TCW | TCW | |
Stephen M. Kane |
32
RICs
43 PIVs 235 other accounts |
$105.71
billion
$7.44 billion $36.29 billion |
22
PIVs
($1.82 B) 6 other accounts ($3.44 B) |
None | |||
Laird
R.
Landmann |
30
RICs
40 PIVs 235 other accounts |
$105.71
billion
$ 6.27 billion $36.29 billion |
22
PIVs
($1.82 B) 6 other accounts ($3.44 B) |
None | |||
Bryan Whalen |
28
RICs
42 PIVs 235 other accounts |
$115.44
billion
$8.38 billion $36.29 billion |
22
PIVs
($1.82 B) 6 other accounts ($3.44 B) |
None | |||
Small
Cap
Growth Fund I |
Daniel Cole |
1
RIC
6 other accounts |
$27.58
million
$3.41 million |
None |
$10,001-$50,000
(a)
$50,001-$100,000 (b) |
Columbia
Management |
Columbia
Management |
Wayne
M.
Collette |
1
RIC
1 PIV 5 other accounts |
$27.58
million
$4.69 million $3.93 million |
None | None | |||
Lawrence W. Lin |
1
RIC
1 PIV 8 other accounts |
$27.58
million
$4.69 million $2.07 million |
None |
$10,001
–
$50,000 (a) $1–$10,000 (b) |
|||
For Funds with fiscal year ending October 31 – Information is as of October 31, 2016, unless otherwise noted | |||||||
AMT-Free
CT
Intermediate Muni Bond Fund |
Brian
McGreevy |
11
RICs
7 other accounts |
$4.77
billion
$228.83 million |
None | None |
Columbia
Management |
Columbia
Management |
Paul F. Fuchs |
11
RICs
6 other accounts |
$4.77
billion
$1.42 million |
None | None | |||
AMT-Free
Intermediate Muni Bond Fund |
Paul F. Fuchs |
11
RICs
6 other accounts |
$2.51
billion
$1.42 million |
None |
$10,001
–
$50,000 (b) |
Columbia
Management |
Columbia
Management |
Brian
McGreevy |
11
RICs
7 other accounts |
$2.51
billion
$228.83 million |
None |
$10,001
–
$50,000 (a) $10,001 – $50,000 (b) |
|||
AMT-Free
MA
Intermediate Muni Bond Fund |
Paul F. Fuchs |
11
RICs
6 other accounts |
$4.64
billion
$1.42 million |
None | None |
Columbia
Management |
Columbia
Management |
Brian
McGreevy |
11
RICs
7 other accounts |
$4.64
billion
$228.83 million |
None |
$100,001
–
$500,000 (a) |
Statement of Additional Information – May 1, 2017 | 105 |
Other
accounts Managed (excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
AMT-Free
NY
Intermediate Muni Bond Fund |
Paul F. Fuchs |
11
RICs
6 other accounts |
$4.64
billion
$1.42 million |
None | None |
Columbia
Management |
Columbia
Management |
Brian
McGreevy |
11
RICs
7 other accounts |
$4.64
billion
$228.83 million |
None | None | |||
CA
Tax-Exempt
Fund |
Catherine
Stienstra |
5
RICs
2 PIVs 4 other accounts |
$4.35
billion
$1.78 billion $13.87 million |
None | None |
Columbia
Management |
Columbia
Management |
Anders Myhran |
3
RICs
1 PIV 2 other accounts |
$2.52
billion
$1.73 billion $1.32 million |
None | None | |||
NY
Tax-Exempt
Fund |
Catherine
Stienstra |
5
RICs
2 PIVs 4 other accounts |
$4.67
billion
$1.78 billion $13.87 million |
None | None |
Columbia
Management |
Columbia
Management |
Anders Myhran |
3
RICs
1 PIV 2 other accounts |
$2.84
billion
$1.73 billion $1.32 million |
None | None | |||
Strategic
Income Fund |
Brian Lavin |
13
RICs
1 PIV 5 other accounts |
$17.34
billion
$59.51 million $3.70 million |
None | None |
Columbia
Management |
Columbia
Management |
Colin Lundgren |
2
RICs
88 other accounts |
$1.36
billion
$1.17 billion |
None |
$100,001
–
$500,000 (b) |
|||
Gene Tannuzzo |
4
RICs
1 PIV 94 other accounts |
$1.61
billion
$111.47 million $1.22 billion |
None |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
|||
For Funds with fiscal year ending December 31 – Information is as of December 31, 2016, unless otherwise noted | |||||||
Real
Estate
Equity Fund |
Arthur J. Hurley |
1
RIC
9 other accounts |
$4.16
million
$1.62 million |
None |
$1
–
$10,000 (a) $10,001 – $50,000 (b) |
Columbia
Management |
Columbia
Management |
* | RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle. |
** | Number and type of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts. |
(a) | Excludes any notional investments. |
(b) | Notional investments through a deferred compensation account. |
(c) | The Fund is available for sale only in the U.S. The portfolio managers do not reside in the U.S. and therefore do not hold any shares of the Fund. |
(d) | The portfolio manager’s ownership information (excluding any notional investments) is provided as of September 28, 2016. As of May 31, 2016, the portfolio manager’s ownership (excluding any notional investments) was $50,001-$100,000. |
(e) | The portfolio manager began managing the Fund effective October 1, 2016; reporting information is provided as of July 31, 2016. |
(f) | The Fund commenced operations on October 17, 2016; reporting information is provided as of July 31, 2016. |
(g) | The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of October 31, 2016. |
(h) | The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of December 31, 2016. |
(i) | The portfolio manager’s ownership information (excluding any notional investments) is provided as of September 7, 2016. As of August 31, 2016, the portfolio manager’s ownership (excluding any notional investments) was $500,001-$1,000,000. |
(j) | The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of January 31, 2017. |
Statement of Additional Information – May 1, 2017 | 106 |
Analytic Investors : Analytic Investors and its officers, employees and beneficial owners shall be free from time to time to acquire, possess, manage, and dispose of securities or other investment assets for their own accounts, for the accounts of their families, for the account of any entity in which they have a beneficial interest or for the accounts of others for whom they may provide investment advisory, brokerage or other services (collectively, “Managed Accounts”), in transactions which may or may not correspond with transactions effected or positions held in the fund. It is understood that when Analytic Investors determines that it would be appropriate for the fund and one or more Managed Accounts to participate in an investment opportunity, Analytic Investors will seek to execute orders for the fund and for such Managed Accounts on a basis which it considers equitable, but that equality of treatment of the fund and other Managed Accounts is not assured. In such situations, Analytic Investors may (but is not be required to) place orders for the fund and each other Managed Account simultaneously and if all such orders are not filled at the same price, Analytic Investors may cause the fund and each Managed Account to pay or receive the average of the prices at which the orders were filled. If all such orders cannot be fully executed under prevailing market conditions, Analytic Investors may allocate the securities traded among the fund and other Managed Accounts in a manner which it considers equitable, taking into account the size of the order placed for the fund and each other Managed Account as well as any other factors which it deems relevant. |
Certain of the Managed Accounts that Analytic Investors advises may sell securities short, including securities with respect to which other Managed Accounts hold long positions. The portfolio managers and traders for these Managed Accounts are not separated from the rest of Analytic Investors’ investment personnel and therefore have access to full information about Analytic Investors’ investment research and the investment decisions and strategies being employed for the Managed Accounts. These Managed Accounts pay Analytic Investors management fees at rates comparable to and in some cases lower than those paid by the fund and other Managed Accounts. Analytic Investors also receives a significant share of any profits earned by certain of the Managed Accounts as incentive compensation. As a result, Analytic Investors may have a conflict between its own interests and the interests of other Analytic Investors investment advisory clients in managing the portfolios of certain of these Managed Accounts. |
AQR: Each of the portfolio managers is also responsible for managing other accounts in addition to the Fund, including other accounts of AQR, or its affiliates. Other accounts may include, without limitation, separately managed accounts for foundations, endowments, pension plans, and high net-worth families; registered investment companies; unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (such companies are commonly referred to as “hedge funds”); foreign investment companies; and may also include accounts or investments managed or made by the portfolio managers in a personal or other capacity (“Proprietary Accounts”). Management of other accounts in addition to the Fund can present certain conflicts of interest, as described below. |
From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund. |
A potential conflict of interest may arise as a result of a portfolio manager’s management of a number of accounts (including Proprietary Accounts) with similar investment strategies. Often, an investment opportunity may be suitable for both the Fund and other accounts, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. In addition, different account guidelines and/or differences within particular investment strategies may lead to the use of different investment practices for portfolios with a similar investment strategy. AQR will not necessarily purchase or sell the same securities at the same time, same direction, or in the same proportionate amounts for all eligible accounts, particularly if different accounts have materially different amounts of capital under management by AQR, different amounts of investable cash available, different strategies, or different risk tolerances. As a result, although AQR manages numerous accounts and/or portfolios with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account. |
Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts (including Proprietary Accounts) simultaneously, AQR or the portfolio manager may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. To this end, AQR has adopted policies and procedures that are intended to ensure that investment opportunities are allocated equitably among accounts over time. As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts or the Fund may not be allocated the full amount of the securities sought |
Statement of Additional Information – May 1, 2017 | 107 |
to be traded. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of AQR that the overall benefits outweigh any disadvantages that may arise from this practice. Subject to applicable laws and/or account restrictions, AQR may buy, sell or hold securities for other accounts while entering into a different or opposite investment decision for the Fund. |
AQR and the Fund’s portfolio managers may also face a conflict of interest where some accounts pay higher fees to AQR than others, such as by means of performance fees. Specifically, the entitlement to a performance fee in managing one or more accounts may create an incentive for AQR to take risks in managing assets that it would not otherwise take in the absence of such arrangements. Additionally, since performance fees reward AQR for performance in accounts which are subject to such fees, AQR may have an incentive to favor these accounts over those that have only fixed asset-based fees with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities. |
AQR has implemented specific policies and procedures (e.g., a code of ethics and trade allocation policies) that seek to address potential conflicts of interest that may arise in connection with the management of the Fund and other accounts and that are designed to ensure that all client accounts are treated fairly and equitably over time. |
BMO: A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Fund, which may have different investment guidelines and objectives. In addition to the Fund, these accounts may include other mutual funds managed on an advisory or subadvisory basis, separate accounts, and collective trust accounts. An investment opportunity may be suitable for a Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by a Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Fund, they may track the same benchmarks or indexes as the Fund tracks, and they may sell securities that are eligible to be held, sold or purchased by the Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager also may manage accounts whose investment objectives and policies differ from those of the Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including a Fund. |
To address and manage these potential conflicts of interest, BMO has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices, and oversight by investment management, and/or compliance departments. |
Boston Partners: Boston Partners owes its clients a duty of loyalty and monitors situations in which the interests of its advisory clients may be in conflict with its own interests. Boston Partners identifies business practices that may cause a conflict of interest between it and its clients, discloses such conflicts of interest to clients and develops reasonable procedures to mitigate such conflicts. |
Boston Partners has identified the following potential conflicts of interest and the measures it uses to address these matters: |
Equitable
Treatment of Accounts
Boston Partners recognizes that potential conflicts may arise from the side-by-side management of registered investment companies and “investment accounts,” which include privately offered funds and separately managed accounts of individuals and institutional investors. Where Boston Partners’ separately managed accounts are charged performance fees, portfolio managers may be inclined to take investment risks that are outside the scope of such client’s investment objectives and strategy. In addition, since Boston Partners’ private investment funds charge performance fees and share those fees with portfolio managers, such portfolio managers may also be inclined to take additional investment risks. Boston Partners maintains a Trade Allocation and Aggregation Policy as well as a Simultaneous Management Policy to ensure that client accounts are treated equitably. The CD reviews allocations and dispersion regularly, and accounts within the same strategy are precluded from simultaneously holding a security long and short. There are certain circumstances that would permit a long/short portfolio to take a contra position in a security that is held in another strategy. This happens very infrequently and the contra position is generally not related to the fundamental views of the security (i.e. – initiating a long position in a security at year-end to take advantage of tax-loss selling as a short term investment, or initiating a position based solely on its relative weight in the benchmark to manage investment risk). However in certain situations, the investment constraints of a strategy, including but not limited to country, region, industry or benchmark, may result in a different investment thesis for the same security. Each situation is fully vetted and approved by the firm’s Chief Investment Officer or his designee. Risk Management performs periodic reviews to ensure the product complies with the investment strategy and defined risk parameters. |
Statement of Additional Information – May 1, 2017 | 108 |
Furthermore, since Boston Partners charges a performance fee on certain accounts, and in particular these accounts may receive “new issues” allocations, Boston Partners has a conflict of interest in allocating new issues to these accounts. Boston Partners maintains an IPO Allocation Policy and the CD assists in, and/or reviews, the allocation of new issues to ensure that IPOS are being allocated among all eligible accounts in an equitable manner. |
Utilizing
Brokerage to Advantage Boston Partners
Boston Partners does not place trades through affiliated brokers. Securities trades are executed through brokerage firms with which Boston Partners maintains other advantageous relationships, such as soft dollars. In these cases, the broker may expect commission business in return. Boston Partners has established a Trade Management Oversight Committee (the “TOC”) to evaluate brokerage services and to review commissions paid to brokers. In addition, Boston Partners maintains a Best Execution Policy and a Soft Dollar Policy to assist in its monitoring efforts. Boston Partners also identifies affiliates of the investment companies for which it acts as investment adviser or sub adviser to ensure it is trading in accordance with applicable rules and regulations. |
Directed
Brokerage
Boston Partners faces an inherent conflict since it is in a position to direct client transactions to a broker or dealer in exchange for distribution capacity. Boston Partners maintains policies which prohibit its traders from considering a broker-dealer’s distribution capacity for promoting or selling Boston Partners’ separate account services, mutual funds, or proprietary funds (collectively “Boston Partners’ Services”) during the broker selection process. Nor will Boston Partners compensate any broker either directly or indirectly by directing brokerage transactions to that broker for consideration in selling Boston Partners’ services. |
Mixed Use
Allocations and Use of Soft Dollars to Benefit Adviser
Soft dollar services which have a “mixed use” allocation present a conflict of interest when determining the allocation between those services that primarily benefit Boston Partners’ clients and those that primarily benefit Boston Partners. In addition, a conflict of interest exists when Boston Partners uses soft dollars to pay expenses that would normally be paid by Boston Partners. Boston Partners has developed soft dollar policies which require it to make a good faith allocation of “mixed use” services and to document its analysis. In addition, the CD reviews all requests for soft dollars to ensure inclusion under the safe harbor of Section 28 (e) of the Securities Exchange Act of 1934 (the “Exchange Act”). |
Trade Errors
A conflict arises when an investment adviser requests a broker/dealer to absorb the cost of a trade error in return for increased trading and/or commissions. Boston Partners prohibits correcting a trade error for any quid pro quo with a broker and has procedures for the proper correction of trade errors. |
Principal
Transactions
A principal transaction occurs when an investment adviser, acting for the account of itself or an affiliate buys a security from, or sells a security to a client. An inherent conflict of interest exists since an adviser has an opportunity to transfer unwanted securities from its account to a client's account, sell securities to a client’s account at prices above the market, or transfer more favorably priced securities from a client account to its account. Boston Partners generally does not permit the selling of a security from one client account and the purchasing of the same security in another client account if Boston Partners has a principal interest in one of the accounts at the time of the transaction. Additionally, Boston Partners requires that clients give consent by signing subscription agreements to purchase a pooled investment vehicle in which Boston Partners or a related entity has an interest. |
Cross Trades
Cross transactions between clients create an inherent conflict of interest because Boston Partners has a duty to obtain the most favorable price for both the selling client and the purchasing client. Boston Partners generally does not engage in cross trading, however Boston Partners has procedures to ensure that any cross trade is in the best interests of all clients. |
Affiliated
Investments
Potential conflicts exist if Boston Partners directs client investments into affiliated vehicles in order to increase the size of these vehicles and thereby increase its compensation by (a) lowering overall expenses of the vehicle, some of which Boston Partners may have responsibility for; (b) permitting greater marketing of the vehicle which will generate greater fee revenue for Boston Partners; or (c) allowing Boston Partners or an affiliate to redeem its investment capital in such vehicle. To mitigate any detriment to the client, Boston Partners has product suitability procedures and will obtain a client’s consent prior to investing client assets in an affiliated vehicle. |
Proprietary
Trading Opportunities
Employees are in a position to take investment opportunities for themselves or Boston Partners before such opportunities are executed on behalf of clients. Employees have a duty to advance Boston Partners’ client interests before Boston Partners |
Statement of Additional Information – May 1, 2017 | 109 |
interests or their personal interests. Boston Partners must assure that employees do not favor their own or Boston Partners’ accounts. The Code includes procedures on ethical conduct and personal trading, including preclearance and blackout procedures, to which all employees are subject. |
Insider
Trading/Non-Public Information
Employees are in a position to learn material nonpublic information. Such employees are in a position to trade in their personal accounts on such information, to the potential disadvantage of client accounts. The Code addresses insider trading including permissible activities. Employees certify, at least annually, that they are in compliance with the Code. |
Boston Partners periodically discusses securities which may be held in client accounts with external investment professionals when sourcing and analyzing investment ideas. These discussions may include but are not limited to economic factors, market outlook, sector and industry views, and general and/or specific information regarding securities. Discussion of specific securities creates a conflict which could disadvantage Boston Partners’ clients if the external parties were to act upon this information, including but not limited to front-running and scalping either particular securities or numerous securities in a similar sector to the extent such information is known about Boston Partners’ holdings. Boston Partners has policies prohibiting discussion of client investments for non-business purposes and has outlined permissible activities as well as certain other prohibitions when sourcing investment ideas for business purposes. |
Value-Added
Investors
A senior executive from a public company or a private company that is a hedge fund, broker-dealer, investment adviser, or investment bank, (collectively “VAIs”), may invest in Boston Partners’ private funds. A conflict exists if Boston Partners invests in companies affiliated with a VAI or if a VAI who works at a private company provide material non-public information to Boston Partners or vice versa. Both of these conflicts raise issues with respect to information sharing. Boston Partners has procedures to: i) identify these individuals through its annual outside businesses questionnaire, its annual compliance questionnaire, review of new account start-up documents, and its 5130 and 5131 questionnaires, and ii) monitor conflicts these persons present through its pre-trade compliance system and/or email surveillance. |
Selective
Disclosure
Selective disclosure occurs when material information is given to a single investor, or a limited group of investors, and not to all investors at the same time. This practice may allow one set of investors to profit on undisclosed information prior to giving others the same opportunity. In order to prevent this conflict of interest, Boston Partners has procedures regarding the dissemination of account holdings. |
Valuation of
Client Accounts
Because Boston Partners calculates its own advisory fees, it has an incentive to over-value such accounts to either increase the fees payable by the client, or to conceal poor performance for an incentive fee. Boston Partners has several safeguards in place to mitigate this conflict. Boston Partners has a policy for the valuation of securities. Boston Partners’ Operations Department (“Operations”) reconciles cash, assets, and prices for all client accounts with the client’s custodian bank’s records on a monthly basis. Finally the CD, periodically reviews client fee invoices. |
Representing Clients \t times, clients may request Boston Partners represent their interests in class action litigation, bankruptcies or other matters. Boston Partners’ expertise lies in investment management and has an inherent conflict of interest if cast in any other role. When possible, Boston Partners’ investment management agreements include provisions that Boston Partners will not act on behalf of the client in class actions, bankruptcies or matters of litigation. |
Outside Business
Activities
An employee’s outside business activities may conflict with the employee’s duties to Boston Partners and its clients. Boston Partners requires all employees to disclose any outside employment to the CD, who, in conjunction with the employee’s supervisor and the Director of HR, will identify any potential conflicts. In the event that a resolution to the conflict cannot be reached, the employee may be asked to terminate either his outside employment or his position with Boston Partners. |
Business Gifts and
Entertainment
Boston Partners employees periodically give or receive gifts from clients. Boston Partners employees host clients or receive entertainment provided by a client. Such gifts or entertainment may be considered efforts to gain unfair advantage. Boston Partners maintains a gifts and entertainment policy and has developed a “Q&A” guide for employees regarding certain types of gifts and entertainment. Generally, employees are not permitted to give or receive gifts of more than $100 in value, per person, per year. Entertainment that is normal or customary in the industry is considered appropriate. Employees should consult the CD if they are unsure about a particular gift or value of entertainment. |
Illegal or
Unethical Behavior
Unethical or illegal conduct by employees damages Boston Partners’ ability to meet its fiduciary duties to clients. Employees are required to report to management any actual or suspected illegal or unethical conduct on the part of other employees of which they become aware or any situations in which they are concerned about the “best course of action.” In |
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addition, employees are required to certify annually that they are in compliance with this Manual. Regardless of whether a government inquiry occurs, Boston Partners views seriously any violation of this Manual. Disciplinary sanctions may be imposed on any employee committing a violation of this Manual. |
Proxy Voting
Boston Partners’ proxy voting authority for its clients, puts it in a position where its interests may conflict with the best interests of its clients when determining how to vote. Boston Partners has a proxy voting policy and has engaged an outside vendor to execute proxies according to this policy. Boston Partners has a procedure to handle conflicts of interest which may arise in voting client securities. |
Consulting
Relationships
Boston Partners may purchase software, educational programs and peer group information from consulting firms that represent Boston Partners clients. Due to the lack of payment transparency, these relationships could give rise to improper activity on the part of the investment adviser or the consultant. Products purchased from consultants must serve a legitimate need for Boston Partners’ business and may not be acquired to influence a consultant’s recommendation of Boston Partners. |
Columbia Management: Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The Investment Manager and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below. | |
The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the funds. | |
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those Funds and/or accounts. The effects of this potential conflict may be more pronounced where Funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the Investment Manager’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. The Investment Manager and its Participating Affiliates (including Threadneedle) may coordinate their trading operations for certain types of securities and transactions pursuant to personnel-sharing agreements or similar intercompany arrangements. However, typically the Investment Manager does not coordinate trading activities with a Participating Affiliate with respect to accounts of that Participating Affiliate unless such Participating Affiliate is also providing trading services for accounts managed by the Investment Manager. Similarly, a Participating Affiliate typically does not coordinate trading activities with the Investment Manager with respect to accounts of the Investment Manager unless the Investment Manager is also providing trading services for accounts managed by such Participating Affiliate. As a result, it is possible that the Investment Manager and its Participating Affiliates may trade in the same instruments at the same time, in the same or opposite direction or in different sequence, which could negatively impact the prices paid by the Fund on such instruments. Additionally, in circumstances where trading services are being provided on a coordinated basis for the Investment Manager’s accounts (including the Funds) and the accounts of one or more Participating Affiliates in accordance with applicable law, it is possible that the allocation opportunities available to the Funds may be decreased, especially for less actively traded securities, or orders may take longer to execute, which may negatively impact Fund performance. | |
“Cross trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. |
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The Investment Manager and the Funds have adopted compliance procedures that provide that any transactions between a Fund and another account managed by the Investment Manager are to be made at a current market price, consistent with applicable laws and regulations. | |
Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds. |
To the extent a Fund invests in underlying funds, a portfolio manager will be subject to the potential conflicts of interest described in Potential Conflicts of Interest – Columbia Management – FOF (Fund-of-Funds) below. |
A Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the Fund and other accounts. Many of the potential conflicts of interest to which the Investment Manager’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager and its affiliates. |
Columbia Management – FoF (Fund-of-Funds): Management of funds-of-funds differs from that of the other Funds. The portfolio management process is set forth generally below and in more detail in the Funds’ prospectus. | |
Portfolio managers of the fund-of-funds may be involved in determining each funds-of-fund’s allocation among the three main asset classes (equity, fixed income and cash) and the allocation among investment categories within each asset class, as well as each funds-of-fund’s allocation among the underlying funds. |
■ | Because of the structure of the funds-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other Funds. |
■ | The Investment Manager and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees. |
Conestoga: Like other investment professionals with multiple clients, portfolio managers may face certain potential conflicts of interest in connection with managing both the portion of the Fund’s assets allocated to Conestoga (Conestoga’s Sleeve) and other accounts at the same time. Conestoga has adopted compliance policies and procedures that attempt to address certain of the potential conflicts that Conestoga’s portfolio managers face in this regard. Certain of those conflicts of interest are summarized below. | |
The management of accounts with different advisory or sub-advisory fee rates and/or fee and expense structures may raise certain potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee, or higher profit margin accounts. |
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Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker-dealers that are used to execute securities transactions for a fund. A portfolio manager’s decision as to the selection of broker-dealers could produce disproportionate costs and benefits among Conestoga’s Sleeve and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for the Conestoga’s Sleeve and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of Conestoga’s Sleeve as well as other accounts, the Conestoga’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to Conestoga’s Sleeve or the Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. | |
“Cross trades,” in which a portfolio manager sells a particular security held by Conestoga’s Sleeve to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Investment Manager has adopted compliance procedures that provide that any transactions between the Fund and another account managed by Conestoga are to be made at a current market price, consistent with applicable laws and regulations. | |
Another potential conflict of interest may arise based on the different investment objectives and strategies of Conestoga’s Sleeve and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for Conestoga’s Sleeve that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for Conestoga’s Sleeve, even though it could have been bought or sold for Conestoga’s Sleeve at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security. There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Fund. | |
The portfolio manager(s) also may have other potential conflicts of interest in managing Conestoga’s Sleeve, and the description above is not a complete description of every conflict that could exist in managing Conestoga’s Sleeve and other accounts. Many of the potential conflicts of interest to which the Conestoga’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager or other subadvisers of the Fund. |
DGHM: The portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the investments of the portion of the Fund’s assets allocated to DGHM (DGHM’s Sleeve), on the one hand, and the investments of the other accounts, on the other. The other accounts include hedge funds, separately managed private clients and discretionary 401(k) accounts (“Other Accounts”). The Other Accounts might have similar investment objectives as the Fund, be compared to the same index as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by DGHM’s Sleeve. | |
Knowledge of the Timing and Size of Fund Trades . A potential conflict of interest may arise as a result of the portfolio managers’ day-to-day management of DGHM’s Sleeve. The portfolio managers know the size and timing of trades for DGHM’s Sleeve and the Other Accounts, and may be able to predict the market impact of the DGHM’s Sleeve trades. It is theoretically possible that the portfolio managers could use this information to the advantage of Other Accounts they manage and to the possible detriment of DGHM’s Sleeve, or vice versa. | |
Investment Opportunities. DGHM provides investment supervisory services for a number of investment products that have varying investment guidelines. The same portfolio management team works across all investment products. Differences in the compensation structures of DGHM’s investment products may give rise to a conflict of interest by creating an incentive for DGHM to allocate the investment opportunities it believes might be the most profitable to the client accounts where it might benefit the most from the investment gains. |
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EAM: The portfolio manager is responsible for managing other accounts invested in the same strategy as the portion of the Fund’s assets allocated to EAM (EAM’s Sleeve). These other accounts include separately managed accounts for pension funds. In addition, other EAM portfolio managers manage accounts which have similar investment strategies and may invest in some of the same securities as EAM’s Sleeve or the Fund. | |
From time to time, potential conflicts of interest may arise between the portfolio manager’s management of the investments of EAM’s Sleeve, on the one hand, and the management of other accounts, on the other. For example, an investment opportunity may be suitable for both EAM’s Sleeve and other accounts, but may not be available in sufficient quantities for both EAM’s Sleeve and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by EAM’s Sleeve and another account. Whenever decisions are made to buy or sell securities by EAM’s Sleeve and one or more of the other accounts simultaneously, EAM or the portfolio managers may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances when EAM’s Sleeve will not participate in a transaction that is allocated among other accounts or that may not be allocated the full amount of the securities sought to be traded. Another potential conflict may arise when a portfolio manager may have an incentive to allocate opportunities to an account where EAM and the portfolio manager have a greater financial incentive, such as a performance fee account. | |
EAM has implemented specific policies and procedures ( e.g. , a code of ethics and trade allocation policies) that seek to address these potential conflicts. | |
Loomis Sayles: Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees, accounts of affiliated companies and accounts in which the portfolio manager has an interest. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each account’s availability of other comparable investment opportunities and Loomis Sayles’ desire to treat all accounts fairly and equitably over time. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells a stock for some accounts while buying the stock for others, and through the use of “soft dollar arrangements,” which are discussed in Loomis Sayles’ Brokerage Allocation Policies and Procedures and Loomis Sayles’ Trade Aggregation and Allocation Policies and Procedures. |
Los Angeles Capital : Los Angeles Capital has implemented policies and procedures, including brokerage and trade allocation policies and procedures, which Los Angeles Capital believes address the potential for conflicts of interest associated with managing portfolios for multiple clients to ensure that all clients are treated equitably and fairly. While each client account is managed individually, Los Angeles Capital will, at any given time, purchase and/or sell the same securities for a number of accounts. |
When appropriate, Los Angeles Capital will aggregate trades in the same securities for many accounts. In these situations, client accounts will receive the same execution price per share, which will reflect the average of multiple prices if the order was executed in multiple trades. Accounts participating in an aggregated trade will be charged a pro-rata share of the total commission charges. However, where a client has specified directed brokerage or a specific order strategy (e.g., market on-close), such transactions may not be aggregated with other orders and may result in commission rates and execution prices that differ from those obtained in an aggregated transaction. In addition, aggregated trades that are partially filled will generally be allocated on a pro-rata basis, subject to adjustments for factors such as available cash and maintenance of guideline weightings. |
Los Angeles Capital’s portfolio managers may manage accounts that are charged a performance-based fee alongside accounts with standard asset-based fee schedules. While performance-based fee arrangements may be viewed as creating an incentive to favor certain accounts over others in the allocation of investment opportunities, Los Angeles Capital has designed and implemented procedures to ensure that all clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities. |
Los Angeles Capital regularly rotates the order for the trading of U.S. strategy accounts and non-U.S. strategy accounts. Given the number of different strategies, the customization of guidelines and turnover in accounts, the weekly trade lists for accounts vary from one account to the next. In a typical week, Los Angeles Capital will begin trading its U.S. strategy accounts followed shortly thereafter by its non-U.S. strategy accounts. While most accounts are traded weekly, some strategies are traded less frequently. Los Angeles Capital endeavors to complete the rebalancing of accounts to be traded within a trading week using alphas generated at the start of the trading week. Los Angeles Capital’s proprietary accounts may be traded in rotation with client accounts, after the trading of most client accounts, or on a particular day of the week |
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depending on liquidity, size, model constraints and resource constraints. Los Angeles Capital’s proprietary accounts are invested in liquid securities. Investment personnel of Los Angeles Capital or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firm's Code of Ethics. |
Prudential : Like other investment advisers, Prudential is subject to various conflicts of interest in the ordinary course of its business. Prudential strives to identify potential risks, including conflicts of interest, that are inherent in its business, and conducts annual conflict of interest reviews. When actual or potential conflicts of interest are identified, Prudential seeks to address such conflicts through one or more of the following methods: | |
elimination of the conflict; | |
disclosure of the conflict; or | |
management of the conflict through the adoption of appropriate policies, procedures or other mitigants. | |
Prudential follows the policies of Prudential Financial on business ethics, personal securities trading by investment personnel, and information barriers. Prudential has adopted a code of ethics, allocation policies and conflicts of interest policies, among others, and has adopted supervisory procedures to monitor compliance with its policies. Prudential cannot guarantee, however, that its policies and procedures will detect and prevent, or result in the disclosure of, each and every situation in which a conflict may arise. | |
Side-by-Side Management of Accounts and Related Conflicts of Interest. Prudential’s side-by-side management of multiple accounts can create conflicts of interest. Examples are detailed below, followed by a discussion of how Prudential addresses these conflicts. | |
Performance Fees— Prudential manages accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management may be deemed to create an incentive for Prudential and its investment professionals to favor one account over another. Specifically, Prudential could be considered to have the incentive to favor accounts for which it receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees. | |
Affiliated accounts— Prudential manages accounts on behalf of its affiliates as well as unaffiliated accounts. Prudential could be considered to have an incentive to favor accounts of affiliates over others. | |
Large accounts—large accounts typically generate more revenue than do smaller accounts and certain of Prudential’s strategies have higher fees than others. As a result, a portfolio manager could be considered to have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for Prudential. | |
Long only and long/short accounts— Prudential manages accounts that only allow it to hold securities long as well as accounts that permit short selling. Prudential may, therefore, sell a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. In addition, purchases for long only accounts could have a negative impact on the short positions. | |
Securities of the same kind or class— Prudential may buy or sell for one client account securities of the same kind or class that are purchased or sold for another client at prices that may be different. Prudential may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account due to differences in investment strategy or client direction. Different strategies trading in the same securities or types of securities may appear as inconsistencies in Prudential’s management of multiple accounts side-by-side. | |
Financial interests of investment professionals— Prudential investment professionals may invest in certain investment vehicles that it advises. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by Prudential Financial. In addition, the value of grants under Prudential’s long-term incentive plan is affected by the performance of certain client accounts. As a result, Prudential investment professionals may have financial interests in accounts managed by Prudential or that are related to the performance of certain client accounts. | |
Non-discretionary accounts or models— Prudential provides non-discretionary investment advice and non-discretionary model portfolios to some clients and manages others on a discretionary basis. Trades in non-discretionary accounts could occur before, in concert with, or after Prudential executes similar trades in its discretionary accounts. The non-discretionary clients may be disadvantaged if Prudential delivers the model investment portfolio or investment advice to them after it initiates trading for the discretionary clients, or vice versa. | |
How Prudential Addresses These Conflicts of Interest. Prudential has developed policies and procedures designed to address the conflicts of interest with respect to its different types of side-by-side management described above. | |
The head of Prudential and its chief investment officer periodically review and compare performance and performance attribution for each client account within its various strategies. |
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In keeping with Prudential’s fiduciary obligations, its policy with respect to trade aggregation and allocation is to treat all of its accounts fairly and equitably over time. Prudential’s trade management oversight committee, which generally meets quarterly, is responsible for providing oversight with respect to trade aggregation and allocation. Prudential’s compliance group reviews a sampling of new issue allocations and related documentation to confirm compliance with trade aggregation and allocation procedures. In addition, Prudential’s trade management oversight committee reviews forensic reports of new issue allocation throughout the year so that new issue allocation in each of its strategies is reviewed at least once during each year. This forensic analysis includes such data as: (i) the number of new issues allocated in the strategy; (ii) the size of new issue allocations to each portfolio in the strategy;(iii) the profitability of new issue transactions; and (iv) portfolio turnover. The procedures above are designed to detect patterns and anomalies in Prudential’s side-by-side management and trading so that it may assess and improve its processes. | |
Prudential has policies and procedures that specifically address its side-by-side management of long/short and long only portfolios. These procedures address potential conflicts that could arise from differing positions between long/short and long only portfolios. In addition, lending opportunities with respect to securities for which the market is demanding a slight premium rate over normal market rates are allocated to long only accounts prior to allocating the opportunities to long/short accounts. | |
Conflicts Related to Prudential’s Affiliations. As an indirect wholly-owned subsidiary of Prudential Financial, Prudential is part of a diversified, global financial services organization. Prudential is affiliated with many types of U.S. and non-U.S. financial service providers, including insurance companies, broker-dealers, commodity trading advisors, commodity pool operators and other investment advisers. Some of its employees are officers of some of these affiliates. | |
Conflicts Arising Out of Legal Restrictions. Prudential may be restricted by law, regulation or contract as to how much, if any, of a particular security it may purchase or sell on behalf of a client, and as to the timing of such purchase or sale. These restrictions may apply as a result of its relationship with Prudential Financial and its other affiliates. Prudential does not purchase securities issued by Prudential Financial for client accounts. In addition, Prudential’s holdings of a security on behalf of its clients may, under some SEC rules, be aggregated with the holdings of that security by other Prudential Financial affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds that are monitored, and Prudential may restrict purchases to avoid exceeding these thresholds. In addition, Prudential could receive material, non-public information with respect to a particular issuer and, as a result, be unable to execute transactions in securities of that issuer for its clients. For example, Prudential’s bank loan team often invests in private bank loans in connection with which the borrower provides material, non-public information, resulting in restrictions on trading securities issued by those borrowers. Prudential has procedures in place to carefully consider whether to intentionally accept material, non-public information with respect to certain issuers. Prudential is generally able to avoid receiving material, non-public information from its affiliates and other units within Prudential by maintaining information barriers. In some instances, it may create an isolated information barrier around a small number of its employees so that material, non-public information received by such employees is not attributed to the rest of Prudential. | |
Conflicts Related to Outside Business Activity. From time to time, certain of Prudential employees or officers may engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval pursuant to Prudential’s personal conflicts of interest and outside business activities policy. Actual and potential conflicts of interest are analyzed during such approval process. Prudential could be restricted in trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activity, obtains material, nonpublic information regarding an issuer. The executive chairman of Prudential serves on the board of directors of the operator of an electronic trading platform. Prudential has adopted procedures to address the conflict relating to trading on this platform. The procedures include independent monitoring by Prudential’s chief investment officer and chief compliance officer and reporting on Prudential’s use of this platform to the President of Prudential. | |
Conflicts Related to Investment of Client Assets in Affiliated Funds. Prudential may invest client assets in funds that it manages or sub advises for an affiliate. Prudential may also invest cash collateral from securities lending transactions in these funds. These investments benefit both Prudential and its affiliate. | |
PICA General Account. Because of the substantial size of the general account of The Prudential Insurance Company of America (PICA), trading by PICA’s general account, including Prudential’s trades on behalf of the account, may affect market prices. Although Prudential doesn’t expect that PICA’s general account will execute transactions that will move a market frequently, and generally only in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients. | |
Conflicts Related to Securities Holdings and Other Financial Interests |
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Securities Holdings. Prudential, Prudential Financial, PICA’s general account and accounts of other affiliates of Prudential (collectively, affiliated accounts) hold public and private debt and equity securities of a large number of issuers and may invest in some of the same companies as other client accounts but at different levels in the capital structure. These investments can result in conflicts between the interests of the affiliated accounts and the interests of Prudential’s clients. For example: (i) Affiliated accounts can hold the senior debt of an issuer whose subordinated debt is held by Prudential’s clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts. In the event of restructuring or insolvency, the affiliated accounts as holders of senior debt may exercise remedies and take other actions that are not in the interest of, or are adverse to, other clients that are the holders of junior debt. (ii) To the extent permitted by applicable law, Prudential may also invest client assets in offerings of securities the proceeds of which are used to repay debt obligations held in affiliated accounts or other client accounts. Prudential’s interest in having the debt repaid creates a conflict of interest. Prudential has adopted a refinancing policy to address this conflict. Prudential may be unable to invest client assets in the securities of certain issuers as a result of the investments described above. | |
Conflicts Related to the Offer and Sale of Securities. Certain of Prudential’s employees may offer and sell securities of, and interests in, commingled funds that it manages or subadvises. There is an incentive for Prudential’s employees to offer these securities to investors regardless of whether the investment is appropriate for such investor since increased assets in these vehicles will result in increased advisory fees to it. In addition, such sales could result in increased compensation to the employee. | |
Conflicts Related to Long-Term Compensation. The performance of many client accounts is not reflected in the calculation of changes in the value of participation interests under Prudential’s long-term incentive plan. This may be because the composite representing the strategy in which the account is managed is not one of the composites included in the calculation or because the account is excluded from a specified composite due to guideline restrictions or other factors. As a result of the long-term incentive plan, Prudential’s portfolio managers from time to time have financial interests related to the investment performance of some, but not all, of the accounts they manage. To address potential conflicts related to these financial interests, Prudential has procedures, including trade allocation and supervisory review procedures, designed to ensure that each of its client accounts is managed in a manner that is consistent with Prudential’s fiduciary obligations, as well as with the account’s investment objectives, investment strategies and restrictions. For example, Prudential’s chief investment officer reviews performance among similarly managed accounts with the head of Prudential on a quarterly basis. | |
Other Financial Interests. Prudential and its affiliates may also have financial interests or relationships with issuers whose securities it invests in for client accounts. These interests can include debt or equity financing, strategic corporate relationships or investments, and the offering of investment advice in various forms. For example, Prudential may invest client assets in the securities of issuers that are also its advisory clients. In addition, some of Prudential’s affiliates originate and/or service commercial mortgage loans that are sold to certain issuers of agency and private-label commercial mortgage-backed securities (CMBS) and serve as security for CMBS issued by them. The proceeds of CMBS offerings by such issuers may be used to pay the purchase price for commercial mortgage loans sold to such issuers by Prudential’s affiliates. Purchases of CMBS for Prudential’s advisory clients may be viewed as supporting the business of the sponsors of the CMBS who acquire mortgages from Prudential’s affiliates. In addition, the commercial mortgage loans sold by Prudential’s affiliates are typically sold on a servicing retained basis, which means one of Prudential’s affiliates (an “affiliated servicer”) may provide certain services with respect to the mortgage loans for compensation. As a result, these commercial mortgage loans will typically be serviced by Prudential’s affiliated servicer for the life of the CMBS deal or until the deal or the specific commercial mortgage matures or is terminated. In the event that a dispute arises with respect to an affiliate’s origination or servicing of a commercial mortgage loan in a CMBS trust, the affiliate’s positions and efforts may be contrary to the interests of holders of the CMBS. Unless prohibited by applicable law, Prudential may invest assets of clients in CMBS secured by commercial mortgage loans originated and/or serviced by Prudential’s affiliates. In order to mitigate the conflicts of interest related to purchases of these CMBS, Prudential will not invest in CMBS offerings for unaffiliated clients in the primary or secondary market where commercial mortgage loans contributed by Prudential’s affiliates exceed 25% of the commercial mortgage loans backing such CMBS at the time of purchase. The activities of these affiliates restrict the universe of CMBS that Prudential is able to purchase for client accounts. | |
In general, conflicts related to the securities holdings and financial interests described above are addressed by the fact that Prudential makes investment decisions for each client independently considering the best economic interests of such client. | |
Conflicts Related to Valuation and Fees. | |
When client accounts hold illiquid or difficult to value investments, Prudential faces a conflict of interest when making recommendations regarding the value of such investments since its management fees are generally based on the value of assets under management. Prudential believes that its valuation policies and procedures mitigate this conflict effectively and enable it to value client assets fairly and in a manner that is consistent with the client’s best interests. | |
Conflicts Related to Securities Lending Fees |
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When Prudential manages a client account and also serves as securities lending agent for the account, it could be considered to have the incentive to invest in securities that would yield higher securities lending rates. This conflict is mitigated by the fact that Prudential’s advisory fees are generally based on the value of assets in a client’s account. In addition, Prudential’s securities lending function has a separate reporting line to its chief operating officer (rather than its chief investment officer). |
TCW: TCW has policies and controls to avoid and/or mitigate conflicts of interest across its businesses. The policies and procedures in TCW’s Code of Ethics (the “Code”) serve to address or mitigate both conflicts of interest and the appearance of any conflict of interest. The Code contains several restrictions and procedures designed to eliminate conflicts of interest relating to personal investment transactions, including (i) reporting account openings, changes, or closings (including accounts in which an Access Person has a "beneficial interest"), (ii) pre-clearance of non-exempt personal investment transactions (make a personal trade request for Securities) and (iii) the completion of timely required reporting (Initial Holdings Report, Quarterly Transactions Report, Annual Holdings Report and Annual Certificate of Compliance). | |
In addition, the Code addresses potential conflicts of interest through its policies on insider trading, anti-corruption, an employee’s outside business activities, political activities and contributions, confidentiality and whistleblower provisions. |
Threadneedle: Threadneedle portfolio managers may manage one or more mutual funds as well as other types of accounts, including proprietary accounts, separate accounts for institutions, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage a separate account or other pooled investment vehicle whose fees may be materially greater than the management fees paid by the Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of trades. In addition, a portfolio manager’s responsibilities at Threadneedle include working as a securities analyst. This dual role may give rise to conflicts with respect to making investment decisions for accounts that he/she manages versus communicating his/her analyses to other portfolio managers concerning securities that he/she follows as an analyst. | |
Threadneedle has a fiduciary responsibility to all of the clients for which it manages accounts. Threadneedle seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts in a fair and timely manner. Threadneedle has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients. |
Water Island: Water Island’s portfolio managers may face certain potential conflicts of interest in connection with their responsibility for managing multiple similar accounts. Other accounts may include, without limitation: separately managed accounts, registered investment companies, unregistered investment companies such as pooled investment vehicles and hedge funds, and proprietary accounts. Management of multiple accounts can present certain conflicts of interest, including variation in compensation across accounts, conflicts that may arise from the purchase or sale of similar securities for more than one account, conflicts arising from transactions between accounts, conflicts arising from transactions involving ‘pilot’ funds, and conflicts arising from the selection of brokers and dealers to effect transactions. Water Island’s compliance team |
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has implemented
trading and allocation policies and oversight procedures in order to closely monitor and ensure equitable treatment of all accounts to address these conflicts.
Variation in Compensation - A potential conflict of interest related to variation in compensation may arise where the financial or other benefits available to the portfolio manager differ among the accounts that they manage. A portfolio manager might be motivated to help certain accounts over others if the structure of the investment adviser’s management fee and/or the portfolio manager’s compensation differs among accounts (such as where certain accounts pay higher management fees or performance-based management fees), or if the portfolio manager or Water Island has a greater financial interest in one or more of the accounts. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential treatment to those accounts that could most significantly benefit the portfolio manager. Purchase or Sale of Securities for More Than One Account - To address these and other potential conflicts of interest, Water Island has implemented policies and procedures designed to allocate securities among the various accounts it advises in a fair and equitable manner over time. In addition, Water Island has implemented processes for monitoring the effectiveness of these policies and procedures, including periodic reviews of allocations by its compliance department so as to help ensure equitable treatment. Water Island has also adopted policies and procedures to address certain additional conflicts specifically, as further described below. Cross Trades - “Cross trades,” in which one account sells a particular security to another account (saving transaction costs for both accounts), may also pose a potential conflict of interest. Conflicts may arise if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay, or if such trades result in more attractive investments being allocated to higher-fee accounts. In an effort to address this potential conflict of interest, Water Island has adopted compliance procedures that, consistent with applicable law, include Rule 17a-7 under the 1940 Act, provide that any transactions between the advised accounts are to be made for cash without payment of any commission, spread, or other type of brokerage costs and at an independent current market price. Proposed cross trade must be reviewed and approved by Water Island’s compliance department prior to execution. Pilot Funds - Water Island may from time to time establish “pilot” or “incubator” funds for the purpose of testing proposed investment strategies or products prior to accepting assets from outside investors. These pilot accounts may be in the form of registered investment companies, private funds such as partnerships, or separate accounts. Typically, Water Island or an affiliate supplies the funding for these accounts. Employees of Water Island, including the portfolio manager(s), may also invest in certain pilot accounts. Pilot funds and accounts may, and frequently do, invest in the same securities as the other accounts managed by Water Island. In an effort to address this potential conflict of interest, Water Island has adopted a policy to treat pilot accounts in the same manner as client accounts for purposes of trading allocation – neither favoring nor disfavoring them. For example, pilot accounts would be included in the daily block trade aggregation procedures alongside client accounts (except that pilot accounts do not participate in initial public offerings). Selection of Brokers/Dealers - A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions. In addition to executing trades, some brokers and dealers provide Water Island with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain accounts than to others. In order to be assured of continuing to receive services considered of value to its clients, Water Island has adopted a brokerage allocation policy embodying the concepts of Section 28(e) of the Exchange Act. A portfolio manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the accounts that they manage, although the payment of brokerage commissions is always subject to the requirement that Water Island determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided. |
The portfolio managers may also face other potential conflicts of interest in the management of multiple similar accounts, and the examples above are not intended to provide an exhaustive list or complete description of every conflict that may arise. |
Analytic Investors: Analytic Investors’ compensation structure for professional employees consists of an industry median base salary (based on independent industry information) and an annual discretionary bonus. Bonus amounts are determined using the following factors: the overall success of Analytic Investors in terms of profitability; the overall success of the department or team; and an individual’s contribution to the team, based on goals established during the performance period. Compensation based on investment strategy performance is not tied to individual account performance, but rather to each strategy as a whole. Strategy performance information is based on pre-tax calculations for the prior calendar year. No portfolio manager is directly compensated a portion of an advisory fee based on the performance of a specific account. |
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Portfolio managers’ base salaries are typically reviewed on an annual basis determined by each portfolio manager’s anniversary date of employment. Discretionary bonuses are determined annually, upon analysis of information from the prior calendar year. Analytic has granted equity interests to each employee of the firm. These equity interests entitle the employee to a certain share of Analytic’s net operating income (which is net of compensation expenses, including variable compensation) at year end. No single individual can hold more than 20% of the equity interests issued by Analytic and, in the aggregate, 60% of the equity interests issued will be held by investment team personnel. |
AQR : The compensation for each of the portfolio managers that is a Principal of AQR is in the form of distributions based on the net income generated by AQR and each Principal’s relative ownership in AQR. Net income distributions are a function of assets under management and performance of the funds and accounts managed by AQR. A Principal’s relative ownership in AQR is based on cumulative research, leadership and other contributions to AQR. There is no direct linkage between assets under management, performance and compensation. However, there is an indirect linkage in that superior performance tends to attract assets and thus increase revenues. Each portfolio manager is also eligible to participate in AQR’s 401(k) retirement plan which is offered to all employees of AQR. | |
The compensation for the portfolio managers that are not Principals of AQR primarily consists of a fixed base salary and a discretionary bonus (“Total Compensation”). Total Compensation is reviewed at least annually under a formal review program and increases are granted on a merit basis. Job performance contributes significantly to the determination of any Total Compensation increase; other factors, such as seniority are also considered. A portfolio manager’s performance is not based on any specific fund’s or strategy’s assets under management or performance, but is affected by the overall performance of the firm. Each portfolio manager is also eligible to participate in AQR’s 401(k) retirement plan which is offered to all employees or AQR. |
BMO: Compensation for BMO’s portfolio managers consists of base salary, which is monitored to ensure competitiveness in the external marketplace. In addition to base salary, portfolio managers have a portion of their compensation tied to the investment performance of client accounts. The formula for each professional varies according to their level of portfolio responsibility and seniority. Investment professionals also may receive bonuses of restricted share units or other units linked to the performance of the Bank of Montreal, the indirect owner of BMO Asset Management Corp. |
Boston Partners : All investment professionals receive a compensation package comprised of an industry competitive base salary and a discretionary bonus and long-term incentives. Through our bonus program, key investment professionals are rewarded primarily for strong investment performance. |
Typically, bonuses are based upon a combination of one or more of the following four criteria: |
1. Individual Contribution: an evaluation of the professional’s individual contribution based on the expectations established at the beginning of each year; |
2. Product Investment Performance: performance of the investment product(s) with which the individual is involved versus the pre-designed index, based on the excess return; |
3. Investment Team Performance: the financial results of the investment group; and |
4. Firm-wide Performance: the overall financial performance of Boston Partners. |
Boston Partners professional compensation consultants with asset management expertise to annually review our practices to ensure that they remain highly competitive. The firm offers a profit participation plan focused on the firm's investment professionals whereby participants receive the equivalent of an equity stake in the firm. The incentive plan provides for the issuance of restricted shares and options that vest over multi-year periods. | |
Columbia Management : Portfolio manager direct compensation is typically comprised of a base salary, and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold, or, if the size of the award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and deferred compensation. Equity incentive awards are made in the form of Ameriprise Financial restricted stock, or for more senior employees both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Columbia Funds, in most cases including the Columbia Funds the portfolio manager manages. | |
Base salary is typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity adjustments, or market adjustments. | |
Annual incentive awards are variable and are based on (1) an evaluation of the employee’s investment performance and (2) the results of a peer and/or management review of the employee, which takes into account skills and attributes such as team participation, investment process, communication, and professionalism. Scorecards are used to measure performance of Columbia Funds and other accounts managed by the employee versus benchmarks and/or peer groups. Performance |
Statement of Additional Information – May 1, 2017 | 120 |
versus benchmark and peer group is generally weighted for the rolling one, three, and five year periods. One year performance is weighted 10%, three year performance is weighted 60%, and five year performance is weighted 30%. Relative asset size is a key determinant for fund weighting on a scorecard. Typically, weighting would be proportional to actual assets. Consideration may also be given to performance in managing client assets in sectors and industries assigned to the employee as part of his/her investment team responsibilities, where applicable. For leaders who also have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance. | |
Equity incentive awards are designed to align participants’ interests with those of the shareholders of Ameriprise Financial. Equity incentive awards vest over multiple years, so they help retain employees. | |
Deferred compensation awards are designed to align participants’ interests with the investors in the Columbia Funds and other accounts they manage. The value of the deferral account is based on the performance of Columbia Funds. Employees have the option of selecting from various Columbia Funds for their deferral account, however portfolio managers must allocate a minimum of 25% of their incentive awarded through the deferral program to the Columbia Fund(s) they manage. Deferrals vest over multiple years, so they help retain employees. | |
Exceptions to this general approach to bonuses exist for certain teams and individuals. Funding for the bonus pool is determined by management and depends on, among other factors, the levels of compensation generally in the investment management industry taking into account investment performance (based on market compensation data) and both Ameriprise Financial and Columbia Management profitability for the year, which is largely determined by assets under management. | |
For all employees the benefit programs generally are the same, and are competitive within the financial services industry. Employees participate in a wide variety of plans, including options in Medical, Dental, Vision, Health Care and Dependent Spending Accounts, Life Insurance, Long Term Disability Insurance, 401(k), and a cash balance pension plan. |
Conestoga: Each of the Fund’s portfolio managers is a partner of Conestoga. As such, each portfolio manager receives a share of Conestoga’s annual profits, as specified in the manager’s partnership agreement with Conestoga, from Conestoga’s management of the Fund and all other accounts. | |
DGHM: The portfolio managers’ compensation varies with the general success of the firm. Each portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on assets under management. The portfolio managers’ compensation is not directly linked to the performance of the Fund or other accounts managed by the firm, although positive performance and growth in managed assets are factors that may contribute to distributable profits and assets under management. |
EAM: The portfolio manager’s compensation is comprised of a base salary, a revenue allocation and firm profit allocation. The salary is in-line with industry specific benchmarks. The revenue allocation is based on firm-wide revenue while the profit allocation is based on firm-wide profitability. There is no direct linkage between performance and compensation, however, there is an indirect linkage as superior performance tends to attract and retain assets and consequently increase revenues and profitability. |
Loomis Sayles: Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: base salary, variable compensation and a long-term incentive program. Although portfolio manager compensation is not directly tied to assets under management, a portfolio manager’s base salary and/or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan. Base salary is a fixed amount based on a combination of factors, including industry experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on four factors: investment performance, profit growth of the firm, profit growth of the manager’s business unit and team commitment. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total for fixed-income managers and 70% for equity managers. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the Chief Investment Officer (“CIO”) and senior management. The CIO and senior management evaluate these other factors annually. | |
Equity Managers . While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for equity managers is measured by comparing the performance of Loomis Sayles’ institutional composites to the performance of the applicable Morningstar peer group and/or the Lipper universe. Generally speaking the performance of the respective product’s fund is compared against the applicable Morningstar peer group and/or the Lipper universe. If the majority of the assets in the product are contained in the mutual fund that comparison will drive compensation. To the extent the majority of assets managed in the fund strategy are for institutional separate accounts, the |
Statement of Additional Information – May 1, 2017 | 121 |
Evestment Alliance institutional peer group will also be used as an additional comparison. In situations where substantially all of the assets for the strategy are institutional, the institutional peer group will be used as the primary method of comparison. A manager’s performance relative to the peer group for the 1, 3 and 5 year periods (or since the start of the manager’s tenure, if shorter) is used to calculate the amount of variable compensation payable due to performance. The 1 year may be eliminated for some products (large cap growth, all cap growth and global growth). Longer-term performance (3 and 5 or 10 years for large cap growth, all cap growth and global growth) years or since the start of the manager’s tenure, if shorter) combined is weighted more than shorter-term performance (1 year or 3 years for large cap growth, all cap growth and global growth). In addition, the performance measurement for equity compensation incorporates a consistency metric using longer term (3, 5, etc.) rolling return compared to the peer group over a sustained measurement period (5, 7, etc. years). The exact method may be adjusted to a product’s particular style. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue of accounts represented in each product. An external benchmark is used as a secondary comparison. The external benchmark used for the MM Growth Strategies Fund is the Russell 1000 Growth Index. |
In cases where the institutional peer groups are used, Loomis Sayles believes they represent the most competitive product universe while closely matching the investment styles offered by the Loomis Sayles fund. |
Fixed-Income Managers. While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for fixed-income managers is measured by comparing the performance of Loomis Sayles’ institutional composite (pre-tax and net of fees) in the manager’s style to the performance of an external benchmark and a customized peer group. The external benchmark used for the investment style utilized by each fund is noted below. The customized peer group is created by Loomis Sayles and is made up of institutional managers in the particular investment style. A manager’s relative performance for the past five years, or seven years for some products, is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, Loomis Sayles analyzes the five or seven year performance on a rolling three year basis. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue size of accounts represented in each product. Loomis Sayles uses both an external benchmark and a customized peer group as a point of comparison for fixed-income manager performance because it believes they represent an appropriate combination of the competitive fixed-income product universe and the investment styles offered by Loomis Sayles. The external benchmark used for the MM Total Return Bond Strategies Fund is the Barclays U.S. Aggregate Index. |
■ | the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold; |
■ | upon retirement, a participant will receive a multi-year payout for his or her vested units; and |
■ | participation is contingent upon signing an award agreement, which includes a non-compete covenant. |
Statement of Additional Information – May 1, 2017 | 122 |
Los Angeles Capital: Los Angeles Capital’s portfolio managers participate in a competitive compensation program that is aimed at attracting and retaining talented employees with an emphasis on disciplined risk management, ethics and compliance-centered behavior. No component of Los Angeles Capital’s compensation policy or payment scheme is tied directly to the performance of one or more client portfolios or funds. |
Each of Los Angeles Capital’s portfolio managers receives a base salary fixed from year to year. In addition, the portfolio managers participate in Los Angeles Capital’s profit sharing plan. The aggregate amount of the contribution to Los Angeles Capital’s profit sharing plan is based on overall firm profitability with amounts paid to individual employees based on their relative overall compensation. Each of the portfolio managers also are shareholders of Los Angeles Capital and receive compensation based upon the firm’s overall profits. Certain portfolio managers are also eligible to receive a discretionary bonus from Los Angeles Capital. |
Prudential : The base salary of an investment professional Prudential is based on market data relative to similar positions as well as the past performance, years of experience and scope of responsibility of the individual. Incentive compensation, including the annual cash bonus, the long-term equity grant and grants under Prudential’s long-term incentive plan, is primarily based on such person’s contribution to Prudential’s goal of providing investment performance to clients consistent with portfolio objectives, guidelines and risk parameters and market-based data such as compensation trends and levels of overall compensation for similar positions in the asset management industry. In addition, an investment professional’s qualitative contributions to the organization are considered in determining incentive compensation. Incentive compensation is not solely based on the performance of, or value of assets in, any single account or group of client accounts. | |
An investment professional’s annual cash bonus is paid from an annual incentive pool. The pool is developed as a percentage of Prudential’s operating income and is refined by business metrics, which may include: | |
- business development initiatives, measured primarily by growth in operating income; | |
- the number of investment professionals receiving a bonus; and/or | |
- investment performance of portfolios: (i) relative to appropriate peer groups and/or (ii) as measured against relevant investment indices. | |
Long-term compensation consists of Prudential Financial restricted stock and grants under the long-term incentive plan. Grants under the long-term incentive plan are participation interests in notional accounts with a beginning value of a specified dollar amount. The value attributed to these notional accounts increases or decreases over a defined period of time based, in part, on the performance of investment composites representing a number of Prudential’s most frequently marketed investment strategies. An investment composite is an aggregation of accounts with similar investment strategies. The long-term incentive plan is designed to more closely align compensation with investment performance and the growth of Prudential’s business. Both the restricted stock and participation interests are subject to vesting requirements. |
TCW: The overall objective of TCW’s compensation program for portfolio managers is to attract experienced and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate, are designed to achieve these objectives and to reward the portfolio managers for their contributions to the successful performance of the accounts they manage. Portfolio managers are compensated through a combination of base salary, profit sharing based compensation (“profit sharing”), bonus and equity incentive participation in the TCW’s parent company (“equity incentives”). Profit sharing and equity incentives generally represent most of the portfolio managers’ compensation. In some cases, portfolio managers are eligible for discretionary bonuses. | |
Salary. Salary is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and generally does not constitute a significant part of the portfolio manager’s compensation. | |
Profit Sharing. Profit sharing for investment professionals is based on net income relating to accounts in the investment strategy area for which the investment professionals are responsible. In most cases, revenues are allocated to a pool and profit sharing compensation is allocated among members of the investment team after the deduction of certain expenses (including base salaries) related to the strategy group. The allocations are based on the investment professionals’ contributions to TCW and its clients, including qualitative and quantitative contributions. |
Statement of Additional Information – May 1, 2017 | 123 |
The profit sharing percentage used to compensate investment professionals for investment services related to the Funds is generally the same as that used to compensate investment professionals for other client accounts in the same strategy managed by MetWest or one of the other TCW-affiliated advisers (together, “the TCW Group”). In some cases, the profit sharing pool includes revenues related to more than one product, in which case each participant in the pool is entitled to profit sharing derived from his or her contributions to all the included products. | |
Investment professionals are not directly compensated for generating performance fees. In some cases, the profit sharing percentage or pool may be increased by the relative pre-tax performance of the investment strategy composite returns, net of fees and expenses, to that of the benchmark. The measurement of performance relative to the benchmark can be based on single year or multiple year metrics, or a combination thereof. The benchmark used is the one associated with the Fund managed by the portfolio manager as disclosed in the prospectus. Benchmarks vary from strategy to strategy but, within a given strategy, the same benchmark applies to all accounts, including the Funds. | |
Discretionary Bonus/Guaranteed Minimums. Discretionary bonuses may be paid out of an investment team’s profit sharing pool, as determined by the supervisor(s) in the department. Investment professionals do not receive profit sharing or the company has determined the combination of salary and profit sharing does not adequately compensate an investment professional, discretionary bonuses may be paid by the TCW Group. Also, pursuant to contractual arrangements, some investment professionals received minimum bonuses. | |
Equity Incentives. Management believes that equity ownership aligns the interest of investment professionals with the interests of the firm and its clients. Accordingly, TCW’s key investment professionals participate in equity incentives through ownership or participation in restricted unit plans that vest over time or unit appreciation plans of TCW’s parent company. The plans include the Fixed Income Retention Plan, Restricted Unit Plan and 2013 Equity Unit Incentive Plan. | |
Under the Fixed Income Retention Plan, certain investment professionals in the fixed income area were awarded cash and/or partnership units in TCW’s parent company, either on a contractually-determined basis or on a discretionary basis. Awards under this plan were made in or after 2010 vested over a period of time. | |
Under the Restricted Unit Plan, certain investment professionals in the fixed income and equity areas were awarded partnership units in TCW’s parent company. Awards under this plan vest over time. Vesting is in part dependent on satisfaction of performance criteria. | |
Under the 2013 Equity Unit Incentive Plan, certain investment professionals in the fixed income and equity areas are awarded options to acquire partnership units in TCW’s parent company with a strike price equal to the fair market value of the option at the date of grant. The options granted under the plan are subject to vesting and other conditions. | |
Other Plans and Compensation Vehicles. Investment professionals may also elect to participate in the TCW Group’s 401(k) plan, to which they may contribute a portion of their pre—and post-tax compensation to the plan for investment on a tax-deferred basis. |
Threadneedle: Direct compensation is typically comprised of a base salary, and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold, or, if the size of the award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and deferred compensation. Equity incentive awards are made in the form of Ameriprise Financial restricted stock, or for more senior employees both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Threadneedle funds, in most cases including the funds the portfolio manager manages. | |
Base salary is typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity adjustments, or market adjustments. | |
Annual incentive awards and pool funding are variable and are designed to reward: |
■ | Investment performance, both at the individual and team levels |
■ | Client requirements, in particular the alignment with clients through a mandatory deferral into the company’s own products |
■ | Team cooperation and Values |
Statement of Additional Information – May 1, 2017 | 124 |
Water Island: Investment professionals are compensated with salary and a bonus based on individual performance, both relative and absolute fund performance, and profitability of Water Island. Profit sharing in Water Island may also be included as potential compensation. In addition, Water Island believes employee ownership and the opportunity for all employees to hold ownership interests in Water Island fosters teamwork and encourages longevity in tenure. Ownership shares may be issued to employees based on tenure, position, and contribution to Water Island. Water Island’s policies help ensure that the financial interests of its key investment personnel are aligned with its clients’ financial interests. Water Island also expends efforts to help ensure it attracts and retains key investment talent. Its goal is to focus its employees on long-term rather than short-term performance and to encourage employee retention. |
Statement of Additional Information – May 1, 2017 | 125 |
Administrative Services Fees | |||
2016 | 2015 | 2014 | |
For Funds with fiscal period ending January 31 | |||
Diversified Real Return Fund | $2,208 | $2,157 (a) | N/A |
For Funds with fiscal period ending March 31 | |||
MM Growth Strategies Fund | 392,250 | 938,124 | $788,903 |
Pacific/Asia Fund | 71,076 | 214,928 | 246,870 |
Select Large Cap Growth Fund | 1,095,275 | 3,122,847 | 2,844,401 |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 142,968 | 492,269 | 648,503 |
Corporate Income Fund | 314,329 | 942,806 | 923,677 |
MM Directional Alternative Strategies Fund (b) | N/A | N/A | N/A |
Multi-Asset Income Fund | 18,480 | 4,748 (c) | N/A |
Small Cap Value Fund I | 243,472 | 930,547 | 1,100,362 |
Total Return Bond Fund | 705,786 | 2,202,786 | 2,670,960 |
U.S. Treasury Index Fund | 403,250 | 976,955 | 946,749 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 88,584 | 149,017 | 14,195 |
Alternative Beta Fund | 48,241 | 43,808 (d) | N/A |
Diversified Absolute Return Fund | 29,280 | 23,286 (e) | N/A |
Dividend Income Fund | 1,293,409 | 3,998,779 | 3,874,276 |
HY Municipal Fund | 192,012 | 542,532 | 514,436 |
For Funds with fiscal period ending July 31 | |||
AMT-Free OR Intermediate Muni Bond Fund | 101,527 | 305,465 | 298,874 |
Large Cap Growth Fund | 584,102 | 1,688,311 | 1,574,915 |
Tax-Exempt Fund | 815,484 | 2,394,304 | 2,389,135 |
U.S. Social Bond Fund | 4,699 | 3,773 (f) | N/A |
Ultra Short Term Bond Fund (g) | 0 | 0 | 0 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | 605,430 | 1,412,144 | 1,003,963 |
Contrarian Core Fund | 1,004,339 | 2,679,269 | 1,980,665 |
Disciplined Small Core Fund | 131,266 | 727,538 | 915,159 |
Emerging Markets Fund | 292,437 | 1,140,095 | 1,030,737 |
Global Dividend Opportunity Fund | 139,005 | 490,647 | 527,055 |
Global Energy and Natural Resources Fund | 48,280 | 181,053 | 228,506 |
Global Technology Growth Fund | 0 | 0 | 0 |
Greater China Fund | 37,315 | 117,428 | 109,539 |
Mid Cap Growth Fund | 365,736 | 1,201,473 | 1,364,213 |
MM Alternative Strategies Fund | 202,111 | 609,318 | 580,432 |
MM Small Cap Equity Strategies Fund | 349,312 | 638,594 | 524,224 |
Statement of Additional Information – May 1, 2017 | 126 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(d) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(e) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(f) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
(g) | The Fund did not pay an administrative services fee under the Administrative Services Agreement because payment for such services was included in its Unitary Fee. |
Statement of Additional Information – May 1, 2017 | 127 |
Sales Charges Paid to Distributor |
Amount
Retained by Distributor
After Paying Commissions |
|||||
Fund | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 |
For Funds with fiscal period ending January 31 | ||||||
Diversified Real Return Fund | $0 | $0 (a) | N/A | $0 | $0 (a) | N/A |
For Funds with fiscal period ending March 31 | ||||||
MM Growth Strategies Fund | 0 | 0 | $0 | 0 | 0 | $0 |
Pacific/Asia Fund | 17,791 | 7,352 | 5,038 | 2,639 | 1,015 | 1,169 |
Select Large Cap Growth Fund | 1,022,570 | 1,136,315 | 1,763,649 | 164,470 | 234,232 | 256,761 |
For Funds with fiscal period ending April 30 | ||||||
Bond Fund | 67,551 | 42,181 | 39,971 | 11,628 | 6,802 | 7,616 |
Corporate Income Fund | 36,891 | 80,500 | 141,793 | 6,685 | 12,942 | 30,440 |
MM Directional Alternative Strategies Fund (b) | N/A | N/A | N/A | N/A | N/A | N/A |
Multi-Asset Income Fund | 471 | 0 (c) | N/A | 71 | 0 (c) | N/A |
Small Cap Value Fund I | 57,953 | 33,869 | 43,299 | 8,670 | 6,117 | 7,868 |
Total Return Bond Fund | 240,913 | 279,465 | 262,066 | 38,295 | 47,107 | 50,390 |
U.S. Treasury Index Fund | 2,677 | 14,959 | 23,853 | 2,677 | 3,658 | 7,073 |
For Funds with fiscal period ending May 31 | ||||||
Adaptive Risk Allocation Fund | 368,923 | 616,767 | 8,014 | 75,668 | 89,399 | 1,168 |
Alternative Beta Fund | 48,909 | 9,733 (d) | N/A | 7,683 | 1,415 (d) | N/A |
Diversified Absolute Return Fund | 3,037 | 0 (e) | N/A | 410 | 0 (e) | N/A |
Dividend Income Fund | 1,845,108 | 1,603,065 | 2,273,504 | 292,895 | 263,988 | 386,812 |
HY Municipal Fund | 244,719 | 361,055 | 157,293 | 46,510 | 58,286 | 26,423 |
For Funds with fiscal period ending July 31 | ||||||
AMT-Free OR Intermediate Muni Bond Fund | 94,063 | 72,678 | 97,659 | 15,790 | 11,662 | 19,906 |
Large Cap Growth Fund | 1,084,362 | 1,005,649 | 753,732 | 173,619 | 150,091 | 118,220 |
Tax-Exempt Fund | 1,261,223 | 1,557,740 | 1,198,509 | 206,688 | 239,816 | 192,558 |
U.S. Social Bond Fund | 11,261 | 0 (f) | N/A | 1,697 | 0 (f) | N/A |
Ultra Short Term Bond Fund | N/A | N/A | N/A | N/A | N/A | N/A |
For Funds with fiscal period ending August 31 | ||||||
Balanced Fund | 10,975,587 | 6,281,355 | 3,027,922 | 1,701,137 | 951,730 | 455,972 |
Contrarian Core Fund | 4,193,236 | 4,190,663 | 2,420,284 | 658,542 | 612,550 | 386,442 |
Disciplined Small Core Fund | 24,451 | 57,817 | 134,084 | 4,216 | 12,448 | 20,682 |
Emerging Markets Fund | 158,125 | 223,116 | 298,791 | 23,619 | 33,697 | 47,106 |
Global Dividend Opportunity Fund | 43,430 | 90,766 | 114,351 | 7,019 | 14,294 | 17,962 |
Global Energy and Natural Resources Fund | 213,270 | 319,897 | 130,325 | 32,963 | 49,263 | 20,711 |
Global Technology Growth Fund | 562,528 | 509,917 | 157,172 | 118,082 | 74,714 | 24,452 |
Greater China Fund | 27,322 | 112,545 | 42,848 | 11,040 | 21,019 | 8,058 |
Mid Cap Growth Fund | 358,920 | 317,206 | 324,615 | 54,093 | 48,677 | 51,046 |
MM Alternative Strategies Fund | 0 | 0 | 0 | 0 | 0 | 0 |
MM Small Cap Equity Strategies Fund | 0 | 0 | 0 | 0 | 0 | 0 |
MM Total Return Bond Strategies Fund | 0 | 0 | 0 | 0 | 0 | 0 |
Small Cap Growth Fund I | 36,703 | 29,677 | 37,109 | 5,534 | 4,679 | 6,056 |
For Funds with fiscal period ending October 31 | ||||||
AMT-Free CT Intermediate Muni Bond Fund | 11,020 | 12,062 | 8,733 | 1,792 | 2,755 | 1,346 |
AMT-Free Intermediate Muni Bond Fund | 117,184 | 148,524 | 123,677 | 20,121 | 29,051 | 21,649 |
AMT-Free MA Intermediate Muni Bond Fund | 30,867 | 11,664 | 23,261 | 8,906 | 2,118 | 3,824 |
AMT-Free NY Intermediate Muni Bond Fund | 48,490 | 21,110 | 24,769 | 11,913 | 4,309 | 4,129 |
Statement of Additional Information – May 1, 2017 | 128 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(d) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(e) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(f) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
Distribution Fee | Service Fee | Combined Total | |
Class A | up to 0.10% | 0.25% | Up to 0.25% (a)(b) |
Class A for Multi-Manager Strategies Funds | up to 0.25% | up to 0.25% | 0.25% (c) |
Class B | 0.75% | 0.25% | 1.00% (b) |
Class C | 0.75% | 0.25% | 1.00% (b)(d) |
Class E | 0.10% | 0.25% | 0.35% |
Class F | 0.75% | 0.25% | 1.00% |
Class K | None | None (e) | None (e) |
Class R | 0.50% | — (f) | 0.50% |
Class R4 | None | None | None |
Class R5 | None | None | None |
Class V | None | 0.50% (g) | 0.50% (g) |
Class T | up to 0.25% | up to 0.25% | 0.25% |
Class Y | None | None | None |
Class Z | None | None | None |
Shares of Ultra Short Term Bond Fund | None | None | None |
(a) | As shown in the table below, the maximum distribution and service fees of Class A shares varies among the Funds. |
Statement of Additional Information – May 1, 2017 | 129 |
Funds |
Class
A
Distribution Fee |
Class
A
Service Fee |
Class
A
Combined Total |
Adaptive Risk Allocation Fund, Alternative Beta Fund, AMT-Free CT Intermediate Muni Bond Fund, AMT-Free MA Intermediate Muni Bond Fund, AMT-Free NY Intermediate Muni Bond Fund, Bond Fund, CA Tax-Exempt Fund, Corporate Income Fund, Diversified Absolute Return Fund, Diversified Real Return Fund; Emerging Markets Fund, Global Dividend Opportunity Fund, Global Energy and Natural Resources Fund, Greater China Fund, Multi-Asset Income Fund, NY Tax-Exempt Fund, Pacific/Asia Fund, Select Large Cap Growth Fund, Small Cap Value Fund I, Strategic Income Fund, U.S. Social Bond Fund and U.S. Treasury Index Fund | — | 0.25% | 0.25% |
AMT-Free Intermediate Muni Bond Fund, HY Municipal Fund and Tax-Exempt Fund | — | 0.20% | 0.20% |
AMT-Free OR Intermediate Muni Bond Fund, Balanced Fund, Contrarian Core Fund, Disciplined Small Core Fund, Dividend Income Fund, Global Technology Growth Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Real Estate Equity Fund, Small Cap Growth Fund I and Total Return Bond Fund | up to 0.10% | up to 0.25% | Up to 0.35%; these Funds may pay distribution and service fees up to a maximum of 0.35% of their average daily net assets attributable to Class A shares but currently limit such fees to an aggregate fee of not more than 0.25% |
(b) | The annual service fee for Class A, Class B and Class C shares of HY Municipal Fund, AMT-Free Intermediate Muni Bond Fund and Tax-Exempt Fund may equal up to 0.20% of the average daily net asset value of all shares of such Fund class. The annual distribution fee for Class B and Class C shares for AMT-Free Intermediate Muni Bond Fund shall be 0.65% of the average daily net assets of the Fund’s Class B and Class C shares. The Distributor has voluntarily agreed to waive the Service Fee for Class A, Class B and Class C shares of U.S. Treasury Index Fund so that the Service Fee does not exceed 0.15% annually. This arrangement may be modified by the Distributor at any time. |
(c) | Class A shares of Multi-Manager Strategies Funds may pay distribution and service fees up to a maximum of 0.25% of the Fund’s average daily net assets attributable to Class A shares (comprised of up to 0.25% for distribution services and up to 0.25% for shareholder liaison services). |
(d) | The Distributor has voluntarily agreed to waive a portion of the distribution fee for Class C shares of the following Funds so that the distribution fee does not exceed the specified percentage annually: 0.45% for AMT-Free CT Intermediate Muni Bond Fund, AMT-Free MA Intermediate Muni Bond Fund, AMT-Free NY Intermediate Muni Bond Fund, AMT-Free OR Intermediate Muni Bond Fund, CA Tax-Exempt Fund and NY Tax-Exempt Fund; 0.60% for Corporate Income Fund; 0.65% for HY Municipal Fund and Tax-Exempt Fund; and 0.70% for U.S. Treasury Index Fund. These arrangements may be modified or terminated by the Distributor at any time. |
(e) | Under a Plan Administration Services Agreement, the Funds’ Class K shares pay for plan administration services. These fees for Class K shares are not paid pursuant to a Rule 12b-1 plan. See Investment Management and Other Services – Other Services Provided – Plan Administration Services for more information. |
(f) | Class R shares pay a distribution fee pursuant to a Fund’s distribution (Rule 12b-1) plan for Class R shares. The Funds do not have a shareholder service plan for Class R shares. |
(g) | The shareholder servicing fees for Class V shares are up to 0.50% of average daily net assets attributable to Class V shares for equity Funds and 0.40% for fixed income Funds. In general, the Funds currently limit such fees to a maximum of 0.25% for equity Funds and 0.15% for fixed income Funds. These fees for Class V shares are not paid pursuant to a Rule 12b-1 plan. See Class V Shares Shareholder Service Fees below for more information. |
Statement of Additional Information – May 1, 2017 | 130 |
Statement of Additional Information – May 1, 2017 | 131 |
Fund | Class A | Class B | Class C | Class R | Class T | Class V |
For Funds with fiscal period ending January 31 | ||||||
Diversified Real Return Fund | $59 | N/A | $219 | N/A | $22 | N/A |
For Funds with fiscal period ending March 31 | ||||||
MM Growth Strategies Fund | 5,776,564 | N/A | N/A | N/A | N/A | N/A |
Pacific/Asia Fund | 8,663 | N/A | 10,488 | N/A | 6 | N/A |
Select Large Cap Growth Fund | 3,752,327 | N/A | 2,367,868 | $105,960 | 83,291 | N/A |
For Funds with fiscal period ending April 30 | ||||||
Bond Fund | 128,581 | $4,870 | 96,241 | 10,332 | 25 | $16,765 |
Corporate Income Fund | 266,084 | 3,840 | 111,083 | N/A | 139,545 | N/A |
MM Directional Alternative Strategies Fund (a) | N/A | N/A | N/A | N/A | N/A | N/A |
Multi-Asset Income Fund | 120 | N/A | 657 | N/A | 23 | N/A |
Small Cap Value Fund I | 653,179 | 13,661 | 285,741 | 15,814 | N/A | N/A |
Total Return Bond Fund | 2,871,342 | 78,725 | 563,148 | 13,808 | 1,359,214 | N/A |
U.S. Treasury Index Fund | 47,907 | 8,247 | 68,443 | N/A | 319,950 | N/A |
For Funds with fiscal period ending May 31 | ||||||
Adaptive Risk Allocation Fund | 398,939 | N/A | 590,225 | 1,669 | 518,696 | N/A |
Alternative Beta Fund | 39,577 | N/A | 17,952 | 48 | 301,579 | N/A |
Diversified Absolute Return Fund | 383 | N/A | 98 | N/A | 61,508 | N/A |
Dividend Income Fund | 5,647,307 | 62,372 | 6,478,551 | 412,994 | 311 | 187,690 |
HY Municipal Fund | 310,960 | 4,298 | 363,227 | N/A | N/A | N/A |
For Funds with fiscal period ending July 31 | ||||||
AMT-Free OR Intermediate Muni Bond Fund | 110,057 | 109 | 183,890 | N/A | N/A | N/A |
Large Cap Growth Fund (b) | 4,363,946 | 125,631 | 906,736 | 86,669 | 325,462 | 440,986 |
Tax-Exempt Fund | 6,518,006 | 13,895 | 913,046 | N/A | N/A | N/A |
U.S. Social Bond Fund | 2,077 | N/A | 422 | N/A | N/A | N/A |
Ultra Short Term Bond Fund | N/A | N/A | N/A | N/A | N/A | N/A |
For Funds with fiscal period ending August 31 | ||||||
Balanced Fund | 6,031,202 | 73,401 | 9,213,426 | 292,874 | N/A | N/A |
Contrarian Core Fund | 6,359,888 | 76,014 | 5,323,306 | 345,403 | 294,416 | 357,601 |
Disciplined Small Core Fund | 250,214 | 2,399 | 179,472 | N/A | 617 | 148,334 |
Emerging Markets Fund | 580,051 | 18,344 | 190,994 | 40,367 | 20,750 | N/A |
Global Dividend Opportunity Fund | 280,065 | 6,799 | 111,887 | 4,313 | 5 | N/A |
Global Energy and Natural Resources Fund | 227,547 | 6,868 | 146,575 | 24,563 | N/A | N/A |
Global Technology Growth Fund | 379,362 | 6,362 | 516,075 | N/A | N/A | N/A |
Greater China Fund | 167,517 | 5,754 | 112,133 | N/A | 5 | N/A |
Mid Cap Growth Fund | 2,253,655 | 57,021 | 488,241 | 86,554 | 417 | 53,974 |
MM Alternative Strategies Fund | 1,911,440 | N/A | N/A | N/A | N/A | N/A |
MM Small Cap Equity Strategies Fund | 3,105,137 | N/A | N/A | N/A | N/A | N/A |
MM Total Return Bond Strategies Fund | 14,233,353 | N/A | N/A | N/A | N/A | N/A |
Small Cap Growth Fund I | 440,204 | 9,779 | 136,468 | 7,188 | N/A | N/A |
Statement of Additional Information – May 1, 2017 | 132 |
(a) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
(b) | The Fund paid distribution and/or service fees of $51,563 for Class E shares and $8,125 for Class F shares for the fiscal year ended 2016. |
Statement of Additional Information – May 1, 2017 | 133 |
Statement of Additional Information – May 1, 2017 | 134 |
Amounts Reimbursed | |||
2016 | 2015 | 2014 | |
For Funds with fiscal period ending January 31 | |||
Diversified Real Return Fund | $153,869 | $176,999 (a) | N/A |
For Funds with fiscal period ending March 31 | |||
MM Growth Strategies Fund | 0 | 0 | $21,114 |
Pacific/Asia Fund | 0 | 0 | 0 |
Select Large Cap Growth Fund | 0 | 0 | 0 |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 908,180 | 752,335 | 238,061 |
Corporate Income Fund | 476,459 | 89,583 | 1,218 |
MM Directional Alternative Strategies Fund (b) | N/A | N/A | N/A |
Multi-Asset Income Fund | 411,083 | 64,010 (c) | N/A |
Small Cap Value Fund I | 1,923 | 0 | 0 |
Total Return Bond Fund | 1,507,986 | 2,029,498 | 2,408,094 |
U.S. Treasury Index Fund | 1,037,002 | 677,252 | 657,944 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 331,893 | 633,805 | 299,257 |
Alternative Beta Fund | 976,916 | 335,108 (d) | N/A |
Diversified Absolute Return Fund | 392,299 | 90,008 (e) | N/A |
Dividend Income Fund | 0 | 0 | 0 |
HY Municipal Fund | 788,955 | 770,550 | 660,295 |
For Funds with fiscal period ending July 31 | |||
AMT-Free OR Intermediate Muni Bond Fund | 39,812 | 153,915 | 228,550 |
Large Cap Growth Fund | 0 | 0 | 0 |
Tax-Exempt Fund | 0 | 0 | 0 |
U.S. Social Bond Fund | 217,320 | 69,661 (f) | N/A |
Ultra Short Term Bond Fund | 83,758 | 93,709 | 123,048 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | 0 | 0 | 0 |
Contrarian Core Fund | 0 | 0 | 0 |
Disciplined Small Core Fund | 38,331 | 0 | 0 |
Emerging Markets Fund | 0 | 0 | 0 |
Global Dividend Opportunity Fund | 767,205 | 446,626 | 70,960 |
Global Energy and Natural Resources Fund | 0 | 0 | 0 |
Global Technology Growth Fund | 0 | 0 | 0 |
Greater China Fund | 0 | 0 | 0 |
Statement of Additional Information – May 1, 2017 | 135 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(d) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(e) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(f) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
Statement of Additional Information – May 1, 2017 | 136 |
Fees Waived | |||
2016 | 2015 | 2014 | |
CA Tax-Exempt Fund | $149,221 | $127,240 | $118,938 |
NY Tax-Exempt Fund | 76,118 | 53,321 | 47,893 |
Strategic Income Fund | 0 | 0 | 242,507 |
(a) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
Statement of Additional Information – May 1, 2017 | 137 |
Statement of Additional Information – May 1, 2017 | 138 |
Statement of Additional Information – May 1, 2017 | 139 |
Statement of Additional Information – May 1, 2017 | 140 |
Statement of Additional Information – May 1, 2017 | 141 |
Name, address, year of birth |
Position
held with Subsidiary
and length of service |
Principal occupation during past five years |
Anthony
P. Haugen
807 Ameriprise Financial Center, Minneapolis, MN 55474-2405 Born 1964 |
Director
since
November 2013 |
Vice
President – Finance, Ameriprise Financial, Inc.
since June 2004 |
Statement of Additional Information – May 1, 2017 | 142 |
Name, address, year of birth |
Position
held with Subsidiary
and length of service |
Principal occupation during past five years |
Amy
K. Johnson
5228 Ameriprise Financial Center Minneapolis, MN 55474-2405 Born 1965 |
Director
since
November 2013 |
See Fund Governance – Fund Officers . |
Christopher
O. Petersen
5228 Ameriprise Financial Center Minneapolis, MN 55474-2405 Born 1970 |
Director
since
January 2015 |
See Fund Governance – Fund Officers . |
Subsidiary |
Assets
(millions) |
Annual
rate at
each asset level (a) |
ASGM Offshore Fund, Ltd. | $0 - $500 | 1.100% |
ASMF Offshore Fund, Ltd. | >$500 - $1,000 | 1.050% |
(Subsidiaries of MM Alternative Strategies Fund) | >$1,000 - $3,000 | 1.020% |
>$3,000 - $6,000 | 0.990% | |
>$6,000 - $12,000 | 0.960% | |
>$12,000 | 0.950% | |
CAAF Offshore Fund, Ltd. | $0 - $500 | 0.960% |
(Subsidiary of Alternative Beta Fund) | >$500 - $1,000 | 0.955% |
>$1,000 - $3,000 | 0.950% | |
>$3,000 - $12,000 | 0.940% | |
>$12,000 | 0.930% | |
CDARF1 Offshore Fund, Ltd. | $0 - $500 | 1.180% |
CDARF2 Offshore Fund, Ltd. | >$500 - $1,000 | 1.130% |
CDARF3 Offshore Fund, Ltd. | >$1,000 - $3,000 | 1.100% |
(Subsidiaries of Diversified Absolute Return Fund) | >$3,000 - $6,000 | 1.070% |
>$6,000 - $12,000 | 1.040% | |
>$12,000 | 1.030% |
(a) | When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the average daily net assets of the Fund. |
Statement of Additional Information – May 1, 2017 | 143 |
Statement of Additional Information – May 1, 2017 | 144 |
Statement of Additional Information – May 1, 2017 | 145 |
Name, Address, Year of Birth | Position Held with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
David
M. Moffett
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1952 |
Trustee
2011 |
Retired. Consultant to Bridgewater and Associates | 57 | Director, CSX Corporation (transportation suppliers); Genworth Financial, Inc. (financial and insurance products and services); Paypal Holdings Inc. (payment and data processing services); Trustee, University of Oklahoma Foundation; former Director, eBay Inc. (online trading community), 2007-2015; and former Director, CIT Bank, CIT Group Inc. (commercial and consumer finance), 2010-2016 | Compliance, Audit, Investment Oversight Committee #1 |
Charles
R. Nelson
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1942 |
Trustee
1981 |
Retired. Professor Emeritus, University of Washington since 2011; Professor of Economics, University of Washington from 1976 to 2011; Ford and Louisa Van Voorhis Professor of Political Economy, University of Washington from 1993 to 2011; Adjunct Professor of Statistics, University of Washington from 1980 to 2011; Associate Editor, Journal of Money, Credit and Banking from September 1993 to 2008; consultant on econometric and statistical matters | 57 | None | Advisory Fees & Expenses, Compliance, Investment Oversight Committee #2 |
John
J. Neuhauser
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1943 |
Trustee
1984 |
President, Saint Michael’s College since August 2007; Director or Trustee of several non-profit organizations, including University of Vermont Medical Center; Academic Vice President and Dean of Faculties, Boston College from August 1999 to October 2005; University Professor, Boston College from November 2005 to August 2007 | 57 | Liberty All-Star Equity Fund and Liberty All-Star Growth Fund (closed-end funds) | Advisory Fees & Expenses, Product and Distribution, Investment Oversight Committee #2 |
Patrick
J. Simpson
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1944 |
Trustee
2000 |
Of Counsel, Perkins Coie LLP (law firm) since 2015; Partner, Perkins Coie LLP from 1988 to 2014 | 57 | None | Advisory Fees & Expenses, Audit, Governance, Investment Oversight Committee #1 |
Statement of Additional Information – May 1, 2017 | 146 |
Name, Address, Year of Birth | Position Held with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
Anne-Lee
Verville
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1945 |
Trustee
1998 |
Retired. General Manager, Global Education Industry from 1994 to 1997, President – Application Systems Division from 1991 to 1994, Chief Financial Officer – US Marketing & Services from 1988 to 1991, and Chief Information Officer from 1987 to 1988, IBM Corporation (computer and technology) | 57 | Enesco Group, Inc. (producer of giftware and home and garden decor products) from 2001 to 2006 | Audit, Compliance, Investment Oversight Committee #1 |
Name, Address, Year of Birth | Position Held with the Funds and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
J.
Kevin Connaughton
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1964 |
Independent
Trustee Consultant
2016 |
Independent Trustee Consultant, Columbia Funds since March 2016; Managing Director and General Manager of Mutual Fund Products, Columbia Management Investment Advisers, LLC from May 2010 to February 2015; President, Columbia Funds from 2009 to 2015; and senior officer of Columbia Funds and affiliated funds from 2003 to 2015 | 57 | Board of Governors, Gateway Healthcare since January 2016; Trustee, New Century Portfolios since March 2015; and Director, The Autism Project since March 2015 | Product and Distribution, Advisory Fees & Expenses, Audit, Investment Oversight Committees #1 & #2 |
Natalie
A. Trunow
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1967 |
Independent
Trustee Consultant
2016 |
Independent Trustee Consultant, Columbia Funds since September 2016; Chief Executive Officer, Millennial Partners (investment consulting services to institutions) since January 2016; Director of Investments, Casey Family Programs from April 2016 to September 2016; Senior Vice President and Chief Investment Officer, Calvert Investments from August 2008 to January 2016; Section Head and Portfolio Manager, General Motors Asset Management from June 1997 to August 2008 | 57 | Healthcare Services for Children with Special Needs | Product and Distribution, Advisory Fees & Expenses, Compliance, Investment Oversight Committees #1 & #2 |
* | J. Kevin Connaughton was appointed consultant to the Independent Trustees effective March 1, 2016. Natalie A. Trunow was appointed consultant to the Independent Trustees effective September 1, 2016. Shareholders of the Funds are expected to be asked to elect each of Mr. Connaughton and Ms. Trunow as a Trustee at a future shareholder meeting. |
Statement of Additional Information – May 1, 2017 | 147 |
Name,
Address,
Year of Birth |
Position
Held
with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
William
F. Truscott
c/o Columbia Management Investment Advisers, LLC, 225 Franklin St. Boston, MA 02110 1960 |
Trustee
2012 |
Chairman of the Board and President, Columbia Management Investment Advisers, LLC since May 2010 and February 2012, respectively; Chief Executive Officer, Global Asset Management, Ameriprise Financial, Inc. since September 2012 (previously Chief Executive Officer, U.S. Asset Management & President, Annuities, May 2010 - September 2012); Director and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since May 2010 and February 2012, respectively; Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006; Director, Threadneedle Asset Management Holdings, SARL since 2014; President and Chief Executive Officer, Ameriprise Certificate Company, 2006 - August 2012. | 183 | Chairman of the Board, Columbia Management Investment Advisers, LLC since May 2010; Director, Columbia Management Investment Distributors, Inc. since May 2010; Former Director, Ameriprise Certificate Company, 2006 - January 2013 | None |
* | Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of the Investment Manager or Ameriprise Financial. |
Statement of Additional Information – May 1, 2017 | 148 |
Name,
Address
and Year of Birth |
Position
and Year
First Appointed to Position for any Fund in the Columbia Funds Complex or a Predecessor Thereof |
Principal Occupation(s) During Past Five Years |
Paul
B. Goucher
100 Park Avenue New York, NY 10017 Born 1968 |
Senior Vice President (2011), Chief Legal Officer (2015) and Assistant Secretary (2008) | Senior Vice President and Assistant General Counsel, Ameriprise Financial, Inc. since January 2017 (previously Vice President and Lead Chief Counsel, November 2008 – January 2017 and January 2013 – January 2017, respectively; and Chief Counsel, January 2010 - January 2013); Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC since May 2010. |
Thomas
P. McGuire
225 Franklin Street Boston, MA 02110 Born 1972 |
Senior Vice President and Chief Compliance Officer (2012) | Vice President – Asset Management Compliance, Ameriprise Financial, Inc., since May 2010; Chief Compliance Officer, Ameriprise Certificate Company since September 2010. |
Colin
Moore
225 Franklin Street Boston, MA 02110 Born 1958 |
Senior Vice President (2010) | Executive Vice President and Global Chief Investment Officer, Ameriprise Financial, Inc., since July 2013; Executive Vice President and Global Chief Investment Officer, Columbia Management Investment Advisers, LLC since July 2013 (previously Director and Global Chief Investment Officer, 2010 – 2013). |
Michael
E. DeFao
225 Franklin Street Boston, MA 02110 Born 1968 |
Vice President (2011) and Assistant Secretary (2010) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since May 2010. |
Amy
Johnson
5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1965 |
Vice President (2006) | Managing Director and Global Head of Operations, Columbia Management Investment Advisers, LLC since April 2016 (previously Managing Director and Chief Operating Officer, 2010 – 2016). |
Lyn
Kephart-Strong
5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1960 |
Vice President (2015) | President, Columbia Management Investment Services Corp. since October 2014; Vice President & Resolution Officer, Ameriprise Trust Company since August 2009. |
Ryan
C. Larrenaga
225 Franklin Street Boston, MA 02110 Born 1970 |
Vice President and Secretary (2015) | Vice President and Group Counsel, Ameriprise Financial, Inc. since August 2011; officer of Columbia Funds and affiliated funds since 2005. |
Statement of Additional Information – May 1, 2017 | 149 |
Statement of Additional Information – May 1, 2017 | 150 |
Statement of Additional Information – May 1, 2017 | 151 |
Fiscal Period |
Audit
Committee |
Governance
Committee |
Advisory
Fees
& Expenses Committee |
Compliance
Committee |
Investment
Oversight Committee |
Product
&
Distribution Committee |
For
the fiscal year
ending January 31, 2016 |
5 | 5 | 7 | 5 | 10 | 7 |
For
the fiscal year
ending March 31, 2016 |
5 | 5 | 7 | 5 | 10 | 6 |
For
the fiscal year
ending April 30, 2016 |
5 | 5 | 8 | 4 | 10 | 6 |
For
the fiscal year
ending May 31, 2016 |
4 | 4 | 7 | 4 | 8 | 5 |
For
the fiscal year
ending July 31, 2016 |
6 | 5 | 5 | 5 | 10 | 6 |
For
the fiscal year
ending August 31, 2016 |
6 | 4 | 5 | 5 | 10 | 7 |
For
the fiscal year
ending October 31, 2016 |
5 | 4 | 4 | 4 | 8 | 5 |
For
the fiscal year
ending December 31, 2016 |
5 | 4 | 5 | 4 | 8 | 3 |
Fund | Carrig | Hacker | Lukitsh | Moffett | Nelson | Neuhauser | Simpson | Verville |
Adaptive Risk Allocation Fund | A | E | A | A | A | A | A | A |
Alternative Beta Fund | A | A | A | A | A | A | A | A |
AMT-Free CT Intermediate Muni Bond Fund | A | A | A | A | A | A | A | A |
Statement of Additional Information – May 1, 2017 | 152 |
Fund | Carrig | Hacker | Lukitsh | Moffett | Nelson | Neuhauser | Simpson | Verville |
AMT-Free Intermediate Muni Bond Fund | A | A | A | A | E | A | A | A |
AMT-Free MA Intermediate Muni Bond Fund | A | A | A | A | A | A | A | A |
AMT-Free NY Intermediate Muni Bond Fund | A | A | A | A | A | A | A | A |
AMT-Free OR Intermediate Muni Bond Fund | A | A | A | A | A | A | A | A |
Balanced Fund | A | A | A | A | A | A | D | E (a) |
Bond Fund | A | A | A | A | A | A | A | C (a) |
CA Tax-Exempt Fund | A | A | A | A | A | A | A | A |
Contrarian Core Fund | D | A | A | A | A | A | A | A |
Corporate Income Fund | D (a) | A | A | A | E | A | A | A |
Disciplined Small Core Fund | A | A | A | A | A | A | A | A |
Diversified Absolute Return Fund | A | A | A | A | A | A | A | A |
Diversified Real Return Fund | A | A | A | A | A | A | A | A |
Dividend Income Fund | E (a) | A | A | A | A | A | E (a) | D (a) |
Emerging Markets Fund | A | C | A | A | A | A | E (a) | A |
Global Dividend Opportunity Fund | E | A | A | A | A | A | A | A |
Global Energy and Natural Resources Fund | A | A | A | A | A | A | D (a) | A |
Global Technology Growth Fund | A | A | E | E (a) | A | A | A | A |
Greater China Fund | A | E | A | A | A | A | A | A |
High Yield Municipal Fund | A | A | A | A | A | A | A | A |
Large Cap Growth Fund | D | A | A | A | E | A | E (a) | D (a) |
Mid Cap Growth Fund | A | A | A | A | E | A | B | A |
MM Alternative Strategies Fund | A | A | A | A | A | A | A | A |
MM Directional Alternative Strategies Fund | A | A | A | A | A | A | A | A |
MM Growth Strategies Fund | A | A | A | A | A | A | A | A |
MM Small Cap Equity Strategies Fund | A | A | A | A | A | A | A | A |
MM Total Return Bond Strategies Fund | A | A | A | A | A | A | A | A |
Multi-Asset Income Fund | A | A | A | A | A | A | A | A |
NY Tax-Exempt Fund | A | A | A | A | A | A | A | A |
Pacific/Asia Fund | A | A | A | A | A | A | A | A |
Real Estate Equity Fund | A | A | A | A | A | A | E (a) | A |
Select Large Cap Growth Fund | D | E | A | A | A | A | A | A |
Small Cap Growth Fund I | A | A | A | A | A | A | E (a) | A |
Small Cap Value Fund I | A | A | A | A | A | D | E (a) | A |
Strategic Income Fund | A | A | A | A | A | A | A | D (a) |
Tax-Exempt Fund | A | A | A | A | A | E | A | A |
Total Return Bond Fund | A | A | A | A | E | A | E (a) | A |
U.S. Social Bond Fund | A | A | A | A | A | A | A | A |
U.S. Treasury Index Fund | A | A | A | A | A | A | A | A |
Ultra Short Term Bond Fund | A | A | A | A | A | A | A | A |
Aggregate Dollar Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee | E (a) | E | E | E (a) | E | E | E (a) | E (a) |
(a) | Includes the value of compensation payable under a Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Complex overseen by the Trustee as specified by the Trustee. |
Statement of Additional Information – May 1, 2017 | 153 |
Fund | Connaughton | Trunow |
Adaptive Risk Allocation Fund | A | A |
Alternative Beta Fund | A | A |
AMT-Free CT Intermediate Muni Bond Fund | A | A |
AMT-Free Intermediate Muni Bond Fund | A | A |
AMT-Free MA Intermediate Muni Bond Fund | A | A |
AMT-Free NY Intermediate Muni Bond Fund | A | A |
AMT-Free OR Intermediate Muni Bond Fund | A | A |
Balanced Fund | C | A |
Bond Fund | A | A |
CA Tax-Exempt Fund | A | A |
Contrarian Core Fund | E | A |
Corporate Income Fund | A | A |
Disciplined Small Core Fund | A | A |
Diversified Absolute Return Fund | A | A |
Diversified Real Return Fund | A | A |
Dividend Income Fund | A | A |
Emerging Markets Fund | D | A |
Global Dividend Opportunity Fund | A | A |
Global Energy and Natural Resources Fund | A | A |
Global Technology Growth Fund | A | A |
Greater China Fund | A | A |
High Yield Municipal Fund | A | A |
Large Cap Growth Fund | A | A |
Mid Cap Growth Fund | A | A |
MM Alternative Strategies Fund | A | A |
MM Directional Alternative Strategies Fund | A | A |
MM Growth Strategies Fund | A | A |
MM Small Cap Equity Strategies Fund | A | A |
MM Total Return Bond Strategies Fund | A | A |
Multi-Asset Income Fund | A | A |
NY Tax-Exempt Fund | A | A |
Pacific/Asia Fund | A | A |
Real Estate Equity Fund | A | A |
Select Large Cap Growth Fund | E | A |
Small Cap Growth Fund I | A | A |
Small Cap Value Fund I | A | A |
Strategic Income Fund | E | A |
Tax-Exempt Fund | A | A |
Total Return Bond Fund | A | A |
U.S. Social Bond Fund | A | A |
U.S. Treasury Index Fund | A | A |
Statement of Additional Information – May 1, 2017 | 154 |
Fund | Connaughton | Trunow |
Ultra Short Term Bond Fund | A | A |
Aggregate
Dollar Range of Equity Securities in all Funds in the
Columbia Funds Complex Overseen by the Consultant |
E | A |
Fund | Truscott |
Adaptive Risk Allocation Fund | E |
Alternative Beta Fund | E |
AMT-Free CT Intermediate Muni Bond Fund | A |
AMT-Free Intermediate Muni Bond Fund | A |
AMT-Free MA Intermediate Muni Bond Fund | A |
AMT-Free NY Intermediate Muni Bond Fund | A |
AMT-Free OR Intermediate Muni Bond Fund | A |
Balanced Fund | A |
Bond Fund | A |
CA Tax-Exempt Fund | A |
Contrarian Core Fund | E (a) |
Corporate Income Fund | A |
Disciplined Small Core Fund | A |
Diversified Absolute Return Fund | C |
Diversified Real Return Fund | A |
Dividend Income Fund | A |
Emerging Markets Fund | C |
Global Dividend Opportunity Fund | A |
Global Energy and Natural Resources Fund | A |
Global Technology Growth Fund | A |
Greater China Fund | A |
High Yield Municipal Fund | E |
Large Cap Growth Fund | D |
Mid Cap Growth Fund | A |
MM Alternative Strategies Fund | A |
MM Directional Alternative Strategies Fund | A |
MM Growth Strategies Fund | A |
MM Small Cap Equity Strategies Fund | A |
MM Total Return Bond Strategies Fund | A |
Multi-Asset Income Fund | A |
NY Tax-Exempt Fund | A |
Pacific/Asia Fund | A |
Real Estate Equity Fund | A |
Select Large Cap Growth Fund | E |
Small Cap Growth Fund I | A |
Small Cap Value Fund I | A |
Strategic Income Fund | E |
Tax-Exempt Fund | A |
Total Return Bond Fund | D |
Statement of Additional Information – May 1, 2017 | 155 |
Fund | Truscott |
U.S. Social Bond Fund | A |
U.S. Treasury Index Fund | D |
Ultra Short Term Bond Fund | A |
Aggregate
Dollar Range of Equity Securities in all Funds in the
Columbia Funds Complex Overseen by the Trustee |
E (a) |
(a) | Includes notional investments through a deferred compensation account. Mr. Truscott’s deferred compensation plan is separate from that of the Independent Trustees (for these purposes, including Mr. Connaughton and Ms. Trunow, as Consultants to the Independent Trustees). |
Trustee Name |
Total
Cash Compensation
from the Columbia Funds Complex Paid to Trustee (a) |
Amount
Deferred
from Total Compensation (b) |
Trustee | ||
Janet L. Carrig | $230,000 | $230,000 |
Douglas A. Hacker | $357,500 | $0 |
Nancy T. Lukitsh | $234,500 | $0 |
William E. Mayer (c) | $221,000 | $0 |
David M. Moffett | $235,500 | $235,500 |
Charles R. Nelson | $219,500 | $0 |
John J. Neuhauser | $242,500 | $0 |
Patrick J. Simpson | $248,000 | $103,000 |
Anne-Lee Verville | $231,000 | $0 |
Consultant | ||
J. Kevin Connaughton (d) | $190,000 | $0 |
Natalie A. Trunow (e) | $76,000 | $0 |
(a) | Includes any portion of cash compensation Trustees elected to defer during the fiscal period. |
(b) | The Trustees may elect to defer a portion of the total cash compensation payable. Additional information regarding the Deferred Compensation Plan is described below. |
(c) | Mr. Mayer served as Trustee until December 31, 2016, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(d) | For the period from March 1, 2016 (when Mr. Connaughton was appointed consultant to the Independent Trustees) to December 31, 2016. Mr. Connaughton receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $255,000. |
(e) | For the period from September 1, 2016 (when Ms. Trunow was appointed consultant to the Independent Trustees) to December 31, 2016. Ms. Trunow receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $255,000. |
Statement of Additional Information – May 1, 2017 | 156 |
Fund | Aggregate Compensation from Fund | |||||||||||
Independent Trustees | Consultant to Independent Trustees | |||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
William
E.
Mayer (b) |
David
M.
Moffett (c) |
Charles
R.
Nelson |
John
J.
Neuhauser |
Patrick
J.
Simpson (d) |
Anne-Lee
Verville (e) |
J.
Kevin
Connaughton (f) |
Natalie
A.
Trunow (g) |
||
For Funds with fiscal period ending January 31 | ||||||||||||
Diversified Real Return Fund | $1,374 | $2,039 | $1,412 | $1,302 | $1,365 | $1,317 | $1,441 | $1,441 | $1,403 | N/A | N/A | |
Amount Deferred | $1,374 | $0 | $0 | $0 | $1,365 | $0 | $0 | $603 | $0 | N/A | N/A | |
For Funds with fiscal period ending March 31 | ||||||||||||
MM Growth Strategies Fund | $5,697 | $8,289 | $5,821 | $5,386 | $5,567 | $5,436 | $5,937 | $5,888 | $5,734 | $630 | N/A | |
Amount Deferred | $5,697 | $0 | $0 | $0 | $5,567 | $0 | $0 | $2,519 | $0 | $0 | N/A | |
Pacific/Asia Fund | $1,841 | $2,717 | $1,893 | $1,746 | $1,812 | $1,766 | $1,932 | $1,912 | $1,862 | $145 | N/A | |
Amount Deferred | $1,841 | $0 | $0 | $0 | $1,812 | $0 | $0 | $786 | $0 | $0 | N/A | |
Select Large Cap Growth Fund | $14,928 | $22,139 | $15,370 | $14,162 | $14,707 | $14,324 | $15,688 | $15,532 | $15,146 | $1,194 | N/A | |
Amount Deferred | $14,928 | $0 | $0 | $0 | $14,707 | $0 | $0 | $6,314 | $0 | $0 | N/A | |
For Funds with fiscal period ending April 30 | ||||||||||||
Bond Fund | $2,502 | $3,721 | $2,543 | $2,371 | $2,480 | $2,355 | $2,596 | $2,580 | $2,554 | $782 | N/A | |
Amount Deferred | $2,502 | $0 | $0 | $0 | $2,480 | $0 | $0 | $1,434 | $0 | $0 | N/A | |
Corporate Income Fund | $3,982 | $5,919 | $4,046 | $3,775 | $3,947 | $3,748 | $4,129 | $4,106 | $4,065 | $1,216 | N/A | |
Amount Deferred | $3,982 | $0 | $0 | $0 | $3,947 | $0 | $0 | $1,568 | $0 | $0 | N/A | |
MM Directional Alternative Strategies Fund (h) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
Amount Deferred | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
Multi-Asset Income Fund | $1,528 | $2,275 | $1,554 | $1,448 | $1,517 | $1,439 | $1,586 | $1,576 | $1,560 | $492 | N/A | |
Amount Deferred | $1,528 | $0 | $0 | $0 | $1,517 | $0 | $0 | $647 | $0 | $0 | N/A | |
Small Cap Value Fund I | $2,964 | $4,412 | $3,011 | $2,810 | $2,939 | $2,790 | $3,073 | $3,056 | $3,028 | $850 | N/A | |
Amount Deferred | $2,964 | $0 | $0 | $0 | $2,939 | $0 | $0 | $1,252 | $0 | $0 | N/A | |
Total Return Bond Fund | $7,958 | $11,839 | $8,092 | $7,545 | $7,876 | $7,493 | $8,258 | $8,208 | $8,207 | $2,500 | N/A | |
Amount Deferred | $7,958 | $0 | $0 | $0 | $7,876 | $0 | $0 | $3,377 | $0 | $0 | N/A | |
U.S. Treasury Index Fund | $2,277 | $3,401 | $2,322 | $2,160 | $2,271 | $2,147 | $2,371 | $2,352 | $2,326 | $828 | N/A | |
Amount Deferred | $2,277 | $0 | $0 | $0 | $2,271 | $0 | $0 | $959 | $0 | $0 | N/A | |
For Funds with fiscal period ending May 31 | ||||||||||||
Adaptive Risk Allocation Fund | $2,208 | $3,279 | $2,255 | $2,093 | $2,190 | $2,104 | $2,316 | $2,302 | $2,254 | $715 | N/A | |
Amount Deferred | $2,208 | $0 | $0 | $0 | $2,190 | $0 | $0 | $969 | $0 | $0 | N/A | |
Alternative Beta Fund | $1,691 | $2,513 | $1,727 | $1,604 | $1,678 | $1,611 | $1,773 | $1,762 | $1,727 | $540 | N/A | |
Amount Deferred | $1,691 | $0 | $0 | $0 | $1,678 | $0 | $0 | $740 | $0 | $0 | N/A |
Statement of Additional Information – May 1, 2017 | 157 |
Fund | Aggregate Compensation from Fund | |||||||||||
Independent Trustees | Consultant to Independent Trustees | |||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
William
E.
Mayer (b) |
David
M.
Moffett (c) |
Charles
R.
Nelson |
John
J.
Neuhauser |
Patrick
J.
Simpson (d) |
Anne-Lee
Verville (e) |
J.
Kevin
Connaughton (f) |
Natalie
A.
Trunow (g) |
||
Diversified Absolute Return Fund | $1,614 | $2,399 | $1,650 | $1,530 | $1,604 | $1,539 | $1,694 | $1,683 | $1,648 | $533 | N/A | |
Amount Deferred | $1,614 | $0 | $0 | $0 | $1,604 | $0 | $0 | $708 | $0 | $0 | N/A | |
Dividend Income Fund | $18,018 | $26,725 | $18,379 | $17,079 | $17,889 | $17,146 | $18,863 | $18,759 | $18,386 | $5,523 | N/A | |
Amount Deferred | $18,018 | $0 | $0 | $0 | $17,889 | $0 | $0 | $7,912 | $0 | $0 | N/A | |
HY Municipal Fund | $3,047 | $4,527 | $3,113 | $2,889 | $3,025 | $2,904 | $3,196 | $3,176 | $3,111 | $999 | N/A | |
Amount Deferred | $3,047 | $0 | $0 | $0 | $3,025 | $0 | $0 | $1,336 | $0 | $0 | N/A | |
For Funds with fiscal period ending July 31 | ||||||||||||
AMT-Free OR Intermediate Muni Bond Fund | $2,264 | $3,380 | $2,312 | $2,147 | $2,267 | $2,157 | $2,374 | $2,374 | $2,326 | $1,271 | N/A | |
Amount Deferred | $2,264 | $0 | $0 | $0 | $2,267 | $0 | $0 | $1,004 | $0 | $0 | N/A | |
Large Cap Growth Fund | $7,952 | $11,859 | $8,114 | $7,537 | $7,948 | $7,568 | $8,328 | $8,328 | $8,169 | $4,336 | N/A | |
Amount Deferred | $7,952 | $0 | $0 | $0 | $7,948 | $0 | $0 | $3,528 | $0 | $0 | N/A | |
Tax-Exempt Fund | $9,510 | $14,189 | $9,713 | $9,018 | $9,510 | $9,058 | $9,970 | $9,969 | $9,771 | $5,314 | N/A | |
Amount Deferred | $9,510 | $0 | $0 | $0 | $9,510 | $0 | $0 | $4,224 | $0 | $0 | N/A | |
U.S. Social Bond Fund | $1,415 | $2,114 | $1,446 | $1,342 | $1,419 | $1,349 | $1,485 | $1,484 | $1,455 | $798 | N/A | |
Amount Deferred | $1,415 | $0 | $0 | $0 | $1,419 | $0 | $0 | $627 | $0 | $0 | N/A | |
Ultra Short Term Bond Fund | $4,216 | $6,293 | $4,305 | $4,000 | $4,214 | $4,015 | $4,419 | $4,418 | $4,332 | $2,334 | N/A | |
Amount Deferred | $4,216 | $0 | $0 | $0 | $4,214 | $0 | $0 | $1,867 | $0 | $0 | N/A | |
For Funds with fiscal period ending August 31 | ||||||||||||
Balanced Fund | $9,402 | $13,775 | $9,666 | $8,900 | $9,211 | $9,044 | $9,921 | $9,845 | $9,516 | $5,510 | N/A | |
Amount Deferred | $9,402 | $0 | $0 | $0 | $9,211 | $0 | $0 | $4,313 | $0 | $0 | N/A | |
Contrarian Core Fund | $15,223 | $22,281 | $15,646 | $14,407 | $14,832 | $14,633 | $16,052 | $15,914 | $15,394 | $8,542 | N/A | |
Amount Deferred | $15,223 | $0 | $0 | $0 | $14,832 | $0 | $0 | $6,963 | $0 | $0 | N/A | |
Disciplined Small Core Fund | $2,168 | $3,240 | $2,241 | $2,058 | $2,117 | $2,088 | $2,300 | $2,273 | $2,213 | $1,137 | N/A | |
Amount Deferred | $2,168 | $0 | $0 | $0 | $2,117 | $0 | $0 | $936 | $0 | $0 | N/A | |
Emerging Markets Fund | $3,572 | $5,303 | $3,687 | $3,389 | $3,489 | $3,440 | $3,784 | $3,743 | $3,635 | $1,932 | N/A | |
Amount Deferred | $3,572 | $0 | $0 | $0 | $3,489 | $0 | $0 | $1,572 | $0 | $0 | N/A | |
Global Dividend Opportunity Fund | $2,690 | $3,999 | $2,778 | $2,552 | $2,632 | $2,591 | $2,850 | $2,821 | $2,740 | $1,476 | N/A | |
Amount Deferred | $2,690 | $0 | $0 | $0 | $2,632 | $0 | $0 | $1,182 | $0 | $0 | N/A | |
Global Energy and Natural Resources Fund | $1,841 | $2,727 | $1,899 | $1,745 | $1,800 | $1,773 | $1,949 | $1,929 | $1,872 | $1,019 | N/A | |
Amount Deferred | $1,841 | $0 | $0 | $0 | $1,800 | $0 | $0 | $817 | $0 | $0 | N/A | |
Global Technology Growth Fund | $2,273 | $3,362 | $2,343 | $2,154 | $2,228 | $2,188 | $2,405 | $2,383 | $2,310 | $1,291 | N/A | |
Amount Deferred | $2,273 | $0 | $0 | $0 | $2,228 | $0 | $0 | $1,014 | $0 | $0 | N/A | |
Greater China Fund | $1,623 | $2,408 | $1,675 | $1,539 | $1,589 | $1,563 | $1,719 | $1,701 | $1,652 | $900 | N/A | |
Amount Deferred | $1,623 | $0 | $0 | $0 | $1,589 | $0 | $0 | $717 | $0 | $0 | N/A | |
Mid Cap Growth Fund | $5,155 | $7,674 | $5,325 | $4,891 | $5,037 | $4,965 | $5,465 | $5,405 | $5,254 | $2,800 | N/A | |
Amount Deferred | $5,155 | $0 | $0 | $0 | $5,037 | $0 | $0 | $2,256 | $0 | $0 | N/A | |
MM Alternative Strategies Fund | $2,871 | $4,257 | $2,962 | $2,723 | $2,806 | $2,764 | $3,040 | $3,009 | $2,921 | $1,596 | N/A | |
Amount Deferred | $2,871 | $0 | $0 | $0 | $2,806 | $0 | $0 | $1,272 | $0 | $0 | N/A | |
MM Small Cap Equity Strategies Fund | $3,844 | $5,722 | $3,970 | $3,645 | $3,760 | $3,702 | $4,075 | $4,032 | $3,918 | $2,113 | N/A | |
Amount Deferred | $3,844 | $0 | $0 | $0 | $3,760 | $0 | $0 | $1,686 | $0 | $0 | N/A | |
MM Total Return Bond Strategies Fund | $12,212 | $17,974 | $12,567 | $11,572 | $11,931 | $11,745 | $12,894 | $12,788 | $12,390 | $6,907 | N/A | |
Amount Deferred | $12,212 | $0 | $0 | $0 | $11,931 | $0 | $0 | $5,527 | $0 | $0 | N/A | |
Small Cap Growth Fund I | $2,229 | $1,313 | $2,301 | $2,114 | $2,177 | $2,146 | $2,361 | $2,336 | $2,270 | $1,212 | N/A | |
Amount Deferred | $2,229 | $0 | $0 | $0 | $2,177 | $0 | $0 | $978 | $0 | $0 | N/A |
Statement of Additional Information – May 1, 2017 | 158 |
Fund | Aggregate Compensation from Fund | |||||||||||
Independent Trustees | Consultant to Independent Trustees | |||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
William
E.
Mayer (b) |
David
M.
Moffett (c) |
Charles
R.
Nelson |
John
J.
Neuhauser |
Patrick
J.
Simpson (d) |
Anne-Lee
Verville (e) |
J.
Kevin
Connaughton (f) |
Natalie
A.
Trunow (g) |
||
For Funds with fiscal period ending October 31 | ||||||||||||
AMT-Free CT Intermediate Muni Bond Fund | $1,668 | $2,528 | $1,686 | $1,581 | $1,680 | $1,548 | $1,732 | $1,768 | $1,658 | $1,351 | $546 | |
Amount Deferred | $1,668 | $0 | $0 | $0 | $1,680 | $0 | $0 | $739 | $0 | $0 | $0 | |
AMT-Free Intermediate Muni Bond Fund | $5,751 | $8,706 | $5,813 | $5,450 | $5,792 | $5,339 | $5,972 | $6,095 | $5,717 | $4,680 | $1,861 | |
Amount Deferred | $5,751 | $0 | $0 | $0 | $5,792 | $0 | $0 | $2,556 | $0 | $0 | $0 | |
AMT-Free MA Intermediate Muni Bond Fund | $1,924 | $2,915 | $1,945 | $1,823 | $1,937 | $1,785 | $1,998 | $2,038 | $1,912 | $1,557 | $625 | |
Amount Deferred | $1,924 | $0 | $0 | $0 | $1,937 | $0 | $0 | $852 | $0 | $0 | $0 | |
AMT-Free NY Intermediate Muni Bond Fund | $1,907 | $2,889 | $1,927 | $1,807 | $1,920 | $1,769 | $1,980 | $2,020 | $1,895 | $1,545 | $624 | |
Amount Deferred | $1,907 | $0 | $0 | $0 | $1,920 | $0 | $0 | $845 | $0 | $0 | $0 | |
CA Tax-Exempt Fund | $2,395 | $3,627 | $2,421 | $2,269 | $2,411 | $2,222 | $2,487 | $2,538 | $2,380 | $1,941 | $779 | |
Amount Deferred | $2,395 | $0 | $0 | $0 | $2,411 | $0 | $0 | $1,062 | $0 | $0 | $0 | |
NY Tax-Exempt Fund | $1,764 | $2,673 | $1,782 | $1,672 | $1,775 | $1,636 | $1,831 | $1,869 | $1,752 | $1,435 | $587 | |
Amount Deferred | $1,764 | $0 | $0 | $0 | $1,775 | $0 | $0 | $782 | $0 | $0 | $0 | |
Strategic Income Fund | $6,206 | $9,405 | $6,267 | $5,884 | $6,240 | $5,752 | $6,438 | $6,576 | $6,161 | $5,078 | $2,169 | |
Amount Deferred | $6,206 | $0 | $0 | $0 | $6,240 | $0 | $0 | $2,754 | $0 | $0 | $0 | |
For Funds with fiscal period ending December 31 | ||||||||||||
Real Estate Equity Fund | $2,307 | $3,586 | $2,350 | $2,218 | $2,360 | $2,198 | $2,430 | $2,486 | $2,315 | $1,910 | $778 | |
Amount Deferred | $2,307 | $0 | $0 | $0 | $2,360 | $0 | $0 | $1,032 | $0 | $0 | $0 |
(a) | As of December 31, 2016, the value of Ms. Carrig’s account under the deferred compensation plan was $1,254,843. |
(b) | Mr. Mayer served as Trustee until December 31, 2016, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(c) | As of December 31, 2016, the value of Mr. Moffett's account under the deferred compensation plan was $468,310. |
(d) | As of December 31, 2016, the value of Mr. Simpson’s account under the deferred compensation plan was $2,146,984. |
(e) | As of December 31, 2016, the value of Ms. Verville’s account under the deferred compensation plan was $558,310. |
(f) | Payments to Mr. Connaughton are for the period from March 1, 2016 (when he was first appointed consultant to the Independent Trustees) through the applicable fiscal year end. Mr. Connaughton receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $255,000. |
(g) | Payments to Ms. Trunow are for the period from September 1, 2016 (when she was first appointed consultant to the Independent Trustees) through the applicable fiscal year end. Ms. Trunow receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $255,000. |
(h) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – May 1, 2017 | 159 |
Statement of Additional Information – May 1, 2017 | 160 |
Statement of Additional Information – May 1, 2017 | 161 |
Statement of Additional Information – May 1, 2017 | 162 |
Total Brokerage Commissions | |||
Fund | 2016 | 2015 | 2014 |
For Funds with fiscal period ending January 31 | |||
Diversified Real Return Fund | $530 | $932 (a) | N/A |
For Funds with fiscal period ending March 31 | |||
MM Growth Strategies Fund | 1,540,259 | 1,048,675 | $603,846 |
Pacific/Asia Fund | 456,905 | 510,601 | 975,653 |
Select Large Cap Growth Fund | 2,716,236 | 2,312,302 | 2,355,987 |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 23,846 | 15,224 | 14,153 |
Corporate Income Fund | 54,070 | 59,212 | 18,989 |
MM Directional Alternative Strategies Fund (b) | N/A | N/A | N/A |
Multi-Asset Income Fund | 22,078 | 42,481 (c) | N/A |
Small Cap Value Fund I | 1,960,857 | 2,305,255 | 2,220,756 |
Total Return Bond Fund | 167,980 | 72,702 | 62,945 |
U.S. Treasury Index Fund | 0 | 0 | 0 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 239,119 | 210,129 | 38,958 |
Alternative Beta Fund | 46,588 | 23,795 (d) | N/A |
Diversified Absolute Return Fund | 2,293,997 | 618,976 (e) | N/A |
Dividend Income Fund | 1,853,862 | 2,285,197 | 2,025,676 |
HY Municipal Fund | 0 | 0 | 0 |
For Funds with fiscal period ending July 31 | |||
AMT-Free OR Intermediate Muni Bond Fund | 0 | 0 | 0 |
Large Cap Growth Fund | 1,107,524 | 1,344,066 | 2,033,118 |
Statement of Additional Information – May 1, 2017 | 163 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
(c) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(d) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(e) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(f) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
Statement of Additional Information – May 1, 2017 | 164 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
For Funds with fiscal period ending January 31 | ||
Diversified Real Return Fund | $88,872 | $90 |
For Funds with fiscal period ending March 31 | ||
MM Growth Strategies Fund | 1,517,665,346 | 420,972 |
Pacific/Asia Fund | 52,449,273 | 63,914 |
Select Large Cap Growth Fund | 3,248,841,086 | 798,945 |
For Funds with fiscal period ending April 30 | ||
Bond Fund | 0 | 0 |
Corporate Income Fund | 0 | 0 |
MM Directional Alternative Strategies Fund (b) | N/A | N/A |
Multi-Asset Income Fund | 4,258,586 | 2,616 |
Small Cap Value Fund I | 368,327,131 | 604,735 |
Total Return Bond Fund | 0 | 0 |
U.S. Treasury Index Fund | 0 | 0 |
For Funds with fiscal period ending May 31 | ||
Adaptive Risk Allocation Fund | 20,967,719 | 26,939 |
Alternative Beta Fund | 0 | 0 |
Diversified Absolute Return Fund | 15,020,515 | 5,985 |
Dividend Income Fund | 2,538,520,190 | 1,162,507 |
HY Municipal Fund | 0 | 0 |
For Funds with fiscal period ending July 31 | ||
AMT-Free OR Intermediate Muni Bond Fund | 0 | 0 |
Large Cap Growth Fund | 1,278,719,755 | 387,718 |
Statement of Additional Information – May 1, 2017 | 165 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
Tax-Exempt Fund | $0 | $0 |
U.S. Social Bond Fund | 0 | 0 |
Ultra Short Term Bond Fund | 0 | 0 |
For Funds with fiscal period ending August 31 | ||
Balanced Fund | 1,479,727,469 | 633,181 |
Contrarian Core Fund | 3,368,355,252 | 1,499,177 |
Disciplined Small Core Fund | 193,420,723 | 240,205 |
Emerging Markets Fund | 292,049,386 | 453,519 |
Global Dividend Opportunity Fund | 193,563,196 | 153,386 |
Global Energy and Natural Resources Fund | 18,748,965 | 18,160 |
Global Technology Growth Fund | 50,838,672 | 30,056 |
Greater China Fund | 30,519,955 | 42,459 |
Mid Cap Growth Fund | 1,072,187,150 | 693,071 |
MM Alternative Strategies Fund | 1,486,064,409 | 272,850 |
MM Small Cap Equity Strategies Fund | 1,195,220,470 | 769,582 |
MM Total Return Bond Strategies Fund | 0 | 0 |
Small Cap Growth Fund I | 445,486,642 | 322,503 |
For Funds with fiscal period ending October 31 | ||
AMT-Free CT Intermediate Muni Bond Fund | 0 | 0 |
AMT-Free Intermediate Muni Bond Fund | 0 | 0 |
AMT-Free MA Intermediate Muni Bond Fund | 0 | 0 |
AMT-Free NY Intermediate Muni Bond Fund | 0 | 0 |
CA Tax-Exempt Fund | 0 | 0 |
NY Tax-Exempt Fund | 0 | 0 |
Strategic Income Fund | 0 | 0 |
For Funds with fiscal period ending December 31 | ||
Real Estate Equity Fund | 109,816,330 | 57,313 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
For Funds with fiscal period ending January 31, 2016 | ||
Diversified Real Return | None | N/A |
Statement of Additional Information – May 1, 2017 | 166 |
Statement of Additional Information – May 1, 2017 | 167 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
Total Return Bond Fund | Citigroup, Inc. | $15,906,677 |
Citigroup Commercial Mortgage Trust | $20,254,717 | |
Citigroup Mortgage Loan Trust, Inc. | $27,150,573 | |
Credit Suisse Mortgage Capital Certificates | $28,255,172 | |
Credit Suisse Commercial Mortgage Trust | $2,165,029 | |
Credit Suisse Securities (USA) LLC | $8,191,332 | |
E*TRADE Financial Corp. | $2,532,524 | |
JPMorgan Chase & Co. | $33,293,837 | |
JPMorgan Chase Bank NA | $10,852,634 | |
JPMorgan Chase Capital XXI | $14,965,985 | |
JPMorgan Commercial Mortgage-Backed Securities Trust | $2,383,965 | |
JPMorgan Resecuritization Trust | $6,719,898 | |
LB-UBS Commercial Mortgage Trust | $7,213,513 | |
Merrill Lynch Capital Trust I | $2,208,300 | |
Merrill Lynch Mortgage Investors Trust | $22,188 | |
Banc of America Merrill Lynch Commercial Mortgage Securities Trust | $6,849,813 | |
Banc of America Merrill Lynch Re-Remic Trust | $914,601 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $5,409,616 | |
Morgan Stanley Capital I Trust | $4,395,273 | |
Morgan Stanley Re-Remic Trust | $10,227,733 | |
PNC Bank NA | $3,525,164 | |
U.S. Treasury Index Fund | None | N/A |
For Funds with fiscal period ending May 31, 2016 | ||
Adaptive Risk Allocation Fund | None | N/A |
Alternative Beta Fund | None | N/A |
Diversified Absolute Return Fund | Affiliated Managers Group, Inc. | $(121,638) |
TD Ameritrade Holding Corp. | $(78,114) | |
Citigroup, Inc. | $215,246 | |
Credit Suisse Mortgage Capital Certificates | $1,091,648 | |
Eaton Vance Corp. | $(40,214) | |
Franklin Resources, Inc. | $(387,282) | |
Banc of America Merrill Lynch Re-Remic Trust | $493,307 | |
Morgan Stanley | $101,406 | |
Raymond James & Associates | $(379,874) | |
Dividend Income Fund | JPMorgan Chase & Co. | $252,372,982 |
PNC Financial Services Group, Inc.(The) | $117,812,915 | |
High Yield Municipal Fund | None | N/A |
For Funds with fiscal period ending July 31, 2016 | ||
AMT-Free OR Intermediate Muni Bond Fund | None | N/A |
Large Cap Growth Fund | The Goldman Sachs Group, Inc. | $21,388,689 |
Tax-Exempt Fund | None | N/A |
U.S. Social Bond Fund | Morgan Stanley | $252,789 |
Statement of Additional Information – May 1, 2017 | 168 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
Ultra Short Term Bond Fund | Citigroup, Inc. | $10,011,720 |
The Goldman Sachs Group, Inc. | $10,071,000 | |
JPMorgan Chase & Co. | $14,086,744 | |
Morgan Stanley | $10,025,820 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $1,162,709 | |
PNC Bank NA | $8,927,660 | |
For Funds with fiscal period ending August 31, 2016 | ||
Balanced Fund | Bear Stearns Commercial Mortgage Securities Trust | $16,450,158 |
Citigroup, Inc. | $106,028,945 | |
Citigroup Commercial Mortgage Trust | $482,090 | |
Citigroup/Deutsche Bank Commercial Mortgage Trust | $5,748,907 | |
Credit Suisse AG | $4,724,716 | |
E*TRADE Financial Corp. | $645,387 | |
GS Mortgage Securities Trust | $78,309 | |
The Goldman Sachs Group, Inc. | $9,955,950 | |
JPMorgan Chase & Co. | $98,719,526 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $4,110,300 | |
JPMorgan Resecuritization Trust | $522,527 | |
LB-UBS Commercial Mortgage Trust | $9,838,007 | |
Morgan Stanley | $84,955,526 | |
Morgan Stanley Capital I Trust | $22,879,837 | |
Morgan Stanley Re-Remic Trust | $6,651,635 | |
PNC Bank NA | $4,459,788 | |
Contrarian Core Fund | Citigroup, Inc. | $279,369,992 |
JPMorgan Chase & Co. | $258,101,303 | |
Morgan Stanley | $212,779,976 | |
Disciplined Small Core Fund | Piper Jaffray Companies | $288,470 |
Emerging Markets Fund | None | N/A |
Global Dividend Opportunity Fund | JPMorgan Chase & Co. | $12,988,552 |
Global Energy and Natural Resources Fund | None | N/A |
Global Technology Growth Fund | None | N/A |
Greater China Fund | None | N/A |
Mid Cap Growth Fund | None | N/A |
MM Alternative Strategies Fund | Citigroup, Inc. | $7,492,554 |
PNC Financial Services Group, Inc.(The) | $5,316,621 | |
MM Small Cap Equity Strategies Fund | Westwood Holdings Group, Inc. | $3,228,225 |
Statement of Additional Information – May 1, 2017 | 169 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
MM Total Return Bond Strategies Fund | Chase Issuance Trust | $31,479,027 |
Citigroup, Inc. | $51,080,950 | |
Citigroup Commercial Mortgage Trust | $42,613,989 | |
Citigroup Mortgage Loan Trust, Inc. | $9,348,987 | |
Credit Suisse Mortgage Capital Certificates | $17,205,829 | |
Credit Suisse Commercial Mortgage Trust | $5,559,012 | |
Credit Suisse Securities (USA) LLC | $2,379,522 | |
E*TRADE Financial Corp. | $1,750,525 | |
GS Mortgage Securities Trust | $17,752,330 | |
The Goldman Sachs Group, Inc. | $43,697,858 | |
Jefferies Group LLC | $3,846,766 | |
JPMorgan Chase & Co. | $48,599,132 | |
JPMorgan Chase Bank | $2,731,236 | |
JPMorgan Chase Capital XXI | $14,724,102 | |
JPMorgan Chase Capital XXIII | $6,220,000 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $26,940,168 | |
JPMorgan Commercial Mortgage Securities Trust | $1,232,984 | |
JPMorgan Mortgage Trust | $1,668,698 | |
JPMorgan Resecuritization Trust | $4,930,989 | |
LB-UBS Commercial Mortgage Trust | $1,303,729 | |
Lehman XS Trust | $6,246,273 | |
Merrill Lynch Mortgage Trust | $2,764,494 | |
Banc of America Merrill Lynch Commercial Mortgage, Inc. | $3,189,913 | |
Morgan Stanley | $22,019,189 | |
Morgan Stanley Capital I Trust | $17,326,337 | |
Morgan Stanley Mortgage Loan Trust | $5,368,810 | |
Morgan Stanley Re-Remic Trust | $5,264,546 | |
Morgan Stanley Resecuritization Trust | $1,117,087 | |
PNC Bank NA | $3,618,633 | |
Stifel Financial Corp. | $1,760,412 | |
UBS-Citigroup Commercial Mortgage Trust | $4,091,067 | |
Small Cap Growth Fund I | None | N/A |
For Funds with fiscal period ending October 31, 2016 | ||
AMT-Free CT Intermediate Muni Bond Fund | None | N/A |
AMT-Free Intermediate Muni Bond Fund | None | N/A |
AMT-Free MA Intermediate Muni Bond Fund | None | N/A |
AMT-Free NY Intermediate Muni Bond Fund | None | N/A |
CA Tax-Exempt Fund | None | N/A |
NY Tax-Exempt Fund | None | N/A |
Strategic Income Fund | Citigroup, Inc. | $7,111,984 |
Citigroup Mortgage Loan Trust, Inc. | $17,730,919 | |
Credit Suisse Mortgage Capital Certificates | $83,633,735 | |
Credit Suisse Securities (USA) LLC | $19,139,185 | |
E*TRADE Financial Corp. | $3,080,629 | |
GS Mortgage Securities Trust | $21,421,993 | |
Jefferies Resecuritization Trust | $1,109,232 | |
Banc of America Merrill Lynch Commercial Mortgage, Inc. | $11,697,246 | |
Banc of America Merrill Lynch Re-Remic Trust | $3,797,102 |
Statement of Additional Information – May 1, 2017 | 170 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
For Funds with fiscal period ending December 31, 2016 | ||
Real Estate Equity Fund | None | N/A |
(a) | The Fund commenced operations on October 17, 2016, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – May 1, 2017 | 171 |
Fund | Predecessor Fund | For periods prior to: | ||
Bond Fund | Excelsior Core Bond Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Emerging Markets Fund | Excelsior Emerging Markets Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Global Energy and Natural Resources Fund | Excelsior Energy and Natural Resources Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Pacific/Asia Fund | Excelsior Pacific/Asia Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Select Large Cap Growth Fund | Excelsior Large Cap Growth Fund, a series of Excelsior Funds, Inc. | March 31, 2008 |
Statement of Additional Information – May 1, 2017 | 172 |
■ | For equity, alternative and flexible funds (other than the equity funds identified below) and funds-of-funds (equity and fixed income), a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 15 calendar days after such month-end. |
■ | For Columbia Small Cap Growth Fund I and Columbia Variable Portfolio – Small Company Growth Fund, a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 30 calendar days after such month-end. |
■ | For fixed-income Funds (other than money market funds), a complete list of Fund portfolio holdings as of calendar quarter-end is posted approximately, but no earlier than, 30 calendar days after such quarter-end. |
■ | For money market Funds, a complete list of Fund portfolio holdings as of month-end is posted no later than five business days after such month-end. Such month-end holdings are continuously available on the website for at least six months, together with a link to an SEC webpage where a user of the website may obtain access to the Fund’s most recent 12 months of publicly available filings on Form N-MFP. Money market Fund portfolio holdings information posted on the website, at minimum, includes with respect to each holding, the name of the issuer, the category of investment ( e.g. , Treasury debt, government agency debt, asset backed commercial paper, structured investment vehicle note), the CUSIP number (if any), the principal amount, the maturity date (as determined under Rule 2a-7 for purposes of calculating weighted average maturity), the final maturity date (if different from the maturity date previously described), coupon or yield and the value. The money market Funds will also disclose on the website its overall weighted average maturity, weighted average life maturity, percentage of daily liquid assets, percentage of weekly liquid assets and daily inflows and outflows. |
Statement of Additional Information – May 1, 2017 | 173 |
Statement of Additional Information – May 1, 2017 | 174 |
Statement of Additional Information – May 1, 2017 | 175 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
Equifax | Used to ensure that Columbia Management does not violate the Office of Foreign Assets Control (OFAC) sanction requirements. | Daily | ||
Ernst & Young, LLP | Used to analyze PFIC investments. | Monthly | ||
Eva Dimensions | Used as a research service for small cap stock. | As Needed | ||
Eze Software Group | Used to facilitate the evaluation of commission rates and to provide flexible commission reporting. | Daily | ||
FactSet Research Systems, Inc. | Used for provision of quantitative analytics, charting and fundamental data and for portfolio analytics. Used also to cover product and marketing developments related to index funds, ETFs, index derivatives, and other sophisticated investment strategies. | Daily or Monthly | ||
Harte-Hanks | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
Imagine Print Solutions | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Institutional Shareholder Services Inc. (ISS) | Used for proxy voting administration and research on proxy matters. | Daily | ||
Intex Solutions Inc. | Used to provide mortgage analytics. | Periodic | ||
Investment Technology Group, Inc. | Used to evaluate and assess trading activity, execution and practices. | Quarterly | ||
Investor Tools | Used for municipal bond analytics, research and decision support. | As Needed | ||
JDP Marketing Services | Used to write or edit Columbia Fund shareholder reports, quarterly fund commentaries, and communications, including shareholder letters and management’s discussion of Columbia Fund performance. | Monthly, as needed | ||
John Roberts, Inc. | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Kendall Press | Used for commercial printing. | As Needed | ||
Kynex | Used to provide portfolio attribution reports for the Columbia Convertible Securities Fund. Used also for portfolio analytics. | Daily | ||
Malaspina Communications | Used to facilitate writing management’s discussion of Columbia Fund performance for Columbia Fund shareholder reports and periodic marketing communications. | Monthly | ||
Markit | Used for an asset database for analytics and investor reporting. Used to reconcile client commission trades with broker-dealers. | As Needed and Monthly | ||
Merrill Corporation | Used to provide Edgar filing and typesetting services, as well as printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
Morningstar | Used for independent research and ranking of funds. Used also for statistical analysis. | Monthly, Quarterly or As Needed |
Statement of Additional Information – May 1, 2017 | 176 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
MSCI Inc. | Used as a hosted portfolio management platform designed for research, reporting, strategy development, portfolio construction and performance and risk attribution, and used for risk analysis and reporting. | Daily | ||
Print Craft | Used to assemble kits and mailing that include the fact sheets. | As Needed | ||
RegEd, Inc. | Used to review external and certain internal communications prior to dissemination. | Daily | ||
SEI Investment Company | Used for trading wrap accounts and to reconcile wrap accounts. | Daily | ||
SS&C Technologies, Inc. | Used to translate account positions for reconciliations. | Daily | ||
SunGard Investment Systems LLC | Used as portfolio accounting system. | Daily | ||
Sustainalytics US Inc. | Used to support the investment process for Columbia U.S. Social Bond Fund. | At least Monthly | ||
S.W.I.F.T. Scrl. | Used to send trade messages via SWIFT, to custodians. | Daily | ||
Thomson Reuters | Used for statistical analysis. | Monthly | ||
Threadneedle Investments | Used by portfolio managers and research analysts in supporting certain management strategies, and by shared support partners (legal, operations, compliance, risk, etc.) to provide Fund maintenance and development. | As Needed | ||
Universal Wilde | Used to provide printing and mailing services for prospectuses, annual and semi-annual reports, and supplements. | As Needed | ||
Visions, Inc. | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Wilshire Associates, Inc. | Used to provide daily performance attribution reporting based on daily holdings to the investment and investment analytics teams. | Daily | ||
Wolters Kluwer | Used to perform tax calculations specific to wash sales and used to analyze tax straddles (diminution of risk). | Monthly |
Statement of Additional Information – May 1, 2017 | 177 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
Charles River | Used by certain subadvisers for order management and compliance. | Daily | ||
DDM Marketing & Communications | Used by certain subadvisers for marketing and reporting. | Quarterly | ||
Electra Information Systems, Inc. | Used by certain subadvisers for portfolio holdings reconciliation. | Daily | ||
Ernst & Young, LLP | Used by certain subadvisers to provide general audit services. | Semi-annually | ||
eVestment OMNI | Used by certain subadvisers for marketing and reporting. | Quarterly | ||
FactSet Research Systems, Inc. | Used by certain subadvisers for analytical and statistical information, for portfolio attribution, and for internal reporting and portfolio analysis. | Daily | ||
Financial Recovery Technologies Services | Used by certain subadvisers for class action monitoring. | Quarterly | ||
Glass Lewis | Used by certain subadvisers for proxy voting services. | Daily | ||
Infinit-O | Used by certain subadvisers for reconciling cash and positions. | Daily | ||
Institutional Shareholder Services Inc. (“ISS”) | Used by certain subadvisers for proxy voting services. | Daily | ||
MSCI Barra | Used by certain subadvisers for portfolio analytics and analysis. Used by certain subadvisers for internal reporting and portfolio analysis. | Daily | ||
Northern Trust | Used by certain subadvisers for settlement, accounting, reconciliation and performance. | Daily | ||
Omgeo, LLC | Used by certain subadvisers for trade settlement. | Daily | ||
Traina | Used by certain subadvisers for block trade confirmation. | Daily | ||
TriOptima | Used by certain subadvisers for back office reconciliation. | Daily | ||
Triton (ITG) | Used by certain subadvisers for transaction cost analysis. | Daily | ||
William O’Neil | Used by certain subadvisers for research, analytical and statistical information. | Daily |
Statement of Additional Information – May 1, 2017 | 178 |
■ | ADP Broker-Dealer, Inc. |
■ | American Enterprise Investment Services Inc.* |
■ | American United Life Insurance Co. |
■ | Ameriprise Financial Services, Inc.* |
■ | Ascensus, Inc. |
■ | AXA Advisors |
■ | AXA Equitable Life Insurance |
■ | Bank of America, N.A. |
■ | Benefit Plan Administrators |
■ | Benefit Trust |
■ | BMO Harris Bank (f/k/a Marshall & Illsley Trust Company) |
■ | BNY Mellon, N.A. |
■ | Charles Schwab & Co., Inc. |
■ | Charles Schwab Trust Co. |
■ | Davenport & Company |
■ | Daily Access Concepts, Inc. |
■ | Digital Retirement Solutions |
■ | Edward D. Jones & Co., LP |
■ | ExpertPlan |
■ | Fidelity Brokerage Services, Inc. |
■ | Fidelity Investments Institutional Operations Co. |
■ | First Mercantile Trust Co. |
■ | Guardian Insurance and Annuity Company Inc. |
■ | Genworth Life and Annuity Insurance Company |
■ | Genworth Life Insurance Co. of New York |
■ | Goldman Sachs & Co. |
■ | GWFS Equities, Inc. |
■ | Hartford Life Insurance Company |
■ | HD Vest |
■ | Hewitt Associates LLC |
■ | ICMA Retirement Corporation |
■ | Janney Montgomery Scott, Inc. |
■ | JJB Hilliard Lyons |
■ | JP Morgan Chase Bank |
■ | John Hancock Life Insurance Company (USA) |
■ | John Hancock Life Insurance Company of New York |
■ | John Hancock Trust Company |
■ | Lincoln Life & Annuity Company of New York |
■ | Lincoln National Life Insurance Company |
■ | Lincoln Retirement Services |
■ | LPL Financial Corporation |
■ | Massachusetts Mutual Life Insurance Company |
■ | Mercer HR Services, LLC |
■ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
■ | Mid Atlantic Capital Corporation |
■ | Minnesota Life Insurance Co. |
■ | Morgan Stanley Smith Barney |
■ | MSCS Financial Services Division of Broadridge Business Process Outsourcing LLC |
Statement of Additional Information – May 1, 2017 | 179 |
■ | National Financial Services |
■ | Nationwide Investment Services |
■ | Newport Retirement Services, Inc. |
■ | New York State Deferred Compensation Plan |
■ | Oppenheimer & Co., Inc. |
■ | Plan Administrators, Inc. |
■ | PNC Bank |
■ | Principal Life Insurance Company of America |
■ | Prudential Insurance Company of America |
■ | Prudential Retirement Insurance & Annuity Company |
■ | Pershing LLC |
■ | Raymond James & Associates |
■ | RBC Capital Markets |
■ | Reliance Trust |
■ | Robert W. Baird & Co., Inc. |
■ | Sammons Retirement Solutions |
■ | SEI Private Trust Company |
■ | Standard Insurance Company |
■ | Stifel Nicolaus & Co. |
■ | TD Ameritrade Clearing, Inc. |
■ | TD Ameritrade Trust Company |
■ | The Retirement Plan Company |
■ | Teachers Insurance and Annuity Association of America |
■ | Transamerica Advisors Life Insurance Company |
■ | Transamerica Advisors Life Insurance Company of New York |
■ | Transamerica Financial Life Insurance Company |
■ | T. Rowe Price Group, Inc. |
■ | UBS Financial Services, Inc. |
■ | Unified Trust Company, N.A. |
■ | Upromise Investments, Inc. |
■ | US Bank NA |
■ | Vanguard Group, Inc. |
■ | VALIC Retirement Services Company |
■ | Voya Retirement Insurance and Annuity Company |
■ | Voya Institutional Plan Services, LLP |
■ | Voya Investments Distributors, LLC |
■ | Voya Financial Partners, LLC |
■ | Wells Fargo Clearing Services, LLC |
■ | Wells Fargo Advisors |
■ | Wells Fargo Bank, N.A. |
■ | Wilmington Trust Retirement & Institutional Services Company |
■ | Xerox HR Solutions |
* | Ameriprise Financial affiliate |
Statement of Additional Information – May 1, 2017 | 180 |
■ | AIG Advisor Group |
■ | Ameriprise Financial Services, Inc.* |
■ | AXA Advisors, LLC |
■ | Bank of America, N.A. |
■ | Cetera Financial Group, Inc. |
■ | Citigroup Global Markets Inc./Citibank |
■ | Commonwealth Financial Network |
■ | J.J.B. Hilliard, W.L. Lyons, Inc. |
■ | Lincoln Financial Advisors Corp. |
■ | LPL Financial Corporation |
■ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
■ | Morgan Stanley Smith Barney |
■ | Northwestern Mutual Investment Services, LLC |
■ | Oppenheimer & Co., Inc. |
■ | PNC Investments |
■ | Raymond James & Associates, Inc. |
■ | Raymond James Financial Services, Inc. |
■ | RBC Capital Markets |
■ | UBS Financial Services Inc. |
■ | Unified Trust Company, N.A. |
■ | US Bancorp Investments, Inc. |
■ | Vanguard Marketing Corp. |
■ | Voya Financial Advisors, LLC |
■ | Wells Fargo Advisors, |
■ | Wells Fargo Advisors Financial Network, LLC |
■ | Wells Fargo Clearing Services, LLC |
* | Ameriprise Financial affiliate |
Statement of Additional Information – May 1, 2017 | 181 |
Statement of Additional Information – May 1, 2017 | 182 |
Statement of Additional Information – May 1, 2017 | 183 |
Statement of Additional Information – May 1, 2017 | 184 |
Statement of Additional Information – May 1, 2017 | 185 |
Statement of Additional Information – May 1, 2017 | 186 |
Statement of Additional Information – May 1, 2017 | 187 |
Statement of Additional Information – May 1, 2017 | 188 |
Statement of Additional Information – May 1, 2017 | 189 |
Fund |
Total
Capital Loss Carryovers |
Amount Expiring in | Amount not Expiring | ||||
2017 | 2018 | 2019 | Short-term | Long-term | |||
For Funds with fiscal period ending January 31 | |||||||
Diversified Real Return Fund | $717,755 | $0 | $0 | $0 | $10,800 | $706,955 | |
For Funds with fiscal period ending March 31 | |||||||
Pacific/Asia Fund | $3,989,621 | $0 | $3,573,332 | $416,289 | $0 | $0 | |
For Funds with fiscal period ending April 30 | |||||||
Corporate Income Fund | $31,534,840 | $0 | $0 | $0 | $12,564,309 | $18,970,531 | |
Multi-Asset Income Fund | $3,628,691 | $0 | $0 | $0 | $3,628,691 | $0 | |
For Funds with fiscal period ending May 31 | |||||||
Adaptive Risk Allocation Fund | $4,118,122 | $0 | $0 | $0 | $4,118,122 | $0 | |
Alternative Beta Fund | $6,311,800 | $0 | $0 | $0 | $5,826,674 | $485,126 | |
Diversified Absolute Return Fund | $1,249,633 | $0 | $0 | $0 | $386,927 | $862,706 | |
HY Municipal Fund | $72,071,451 | $17,741,445 | $35,721,468 | $4,244,605 | $2,054,931 | $12,309,002 | |
For Funds with fiscal period ending July 31 | |||||||
AMT-Free OR Intermediate Muni Bond Fund | $170,115 | $0 | $0 | $0 | $170,115 | $0 | |
Tax-Exempt Fund | $7,286,973 | $0 | $0 | $7,286,973 | $0 | $0 | |
U.S. Social Bond Fund | $38,010 | $0 | $0 | $0 | $38,010 | $0 | |
Ultra Short Term Bond Fund | $27,930,203 | $2,249,159 | $1,023,617 | $11,369,928 | $5,015,515 | $8,271,984 |
Statement of Additional Information – May 1, 2017 | 190 |
Statement of Additional Information – May 1, 2017 | 191 |
Statement of Additional Information – May 1, 2017 | 192 |
Statement of Additional Information – May 1, 2017 | 193 |
Statement of Additional Information – May 1, 2017 | 194 |
Statement of Additional Information – May 1, 2017 | 195 |
Statement of Additional Information – May 1, 2017 | 196 |
Statement of Additional Information – May 1, 2017 | 197 |
Statement of Additional Information – May 1, 2017 | 198 |
Statement of Additional Information – May 1, 2017 | 199 |
Statement of Additional Information – May 1, 2017 | 200 |
Statement of Additional Information – May 1, 2017 | 201 |
Statement of Additional Information – May 1, 2017 | 202 |
Statement of Additional Information – May 1, 2017 | 203 |
Statement of Additional Information – May 1, 2017 | 204 |
Fund | Class |
Percentage
of Class
Beneficially Owned |
Adaptive Risk Allocation Fund | Class R5 | 13.96% |
Alternative Beta Fund | Class A | 9.84% |
Multi-Asset Income Fund | Class Z | 59.03% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Diversified Real Return Fund |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class A
|
20.01% | 98.27% (a) |
Class C | 23.03% | |||
Class R4 | 75.98% | |||
Class R5 | 100.00% | |||
Class W | 100.00% | |||
Class Z | 99.85% | |||
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A
|
58.97% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C
|
76.97% | N/A | |
Class R4 | 24.02% | |||
STATE
STREET BK & TR IRA
CAROLYN J MCCORD 1303 RAGAN DR PLEASANT HILL MO 64080-1006 |
Class A
|
21.02% | N/A |
Statement of Additional Information – May 1, 2017 | 205 |
Statement of Additional Information – May 1, 2017 | 206 |
Statement of Additional Information – May 1, 2017 | 207 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
KEYBANK
NA
FBO MEDCENTRAL PEN-COLUMBIA SELECT PO BOX 94871 CLEVELAND OH 44101-4871 |
Class Y
|
10.79% | N/A | |
MERRILL
LYNCH PIERCE FENNER & SMITH
FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class C
|
22.20% | 27.59% | |
Class Z | 45.57% | |||
MG
TRUST CO CUST
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class R
|
8.22% | N/A | |
MID
ATLANTIC TRUST COMPANY
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R
|
10.00% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
19.75% | N/A | |
Class Z | 12.94% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
54.11% | N/A | |
Class C | 21.90% | |||
Class R4 | 43.99% | |||
Class R5 | 64.22% | |||
Class Y | 25.12% | |||
NATIONWIDE
TRUST COMPANY/FSB
C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 |
Class R5
|
10.23% | N/A | |
PARK
NATIONAL BANK
ATTN: TRUST (REINV EB) 50 N THIRD STREET PO BOX 3500 NEWARK OH 43058-3500 |
Class Y
|
13.50% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
35.28% | N/A | |
Class R5 | 9.52% | |||
RELIANCE
TRUST CO CUST
FBO MASSMUTUAL OMNIBUS PLL/SMF PO BOX 48529 ATLANTA GA 30362-1529 |
Class R
|
19.46% | N/A | |
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Y
|
5.03% | N/A | |
UBS
WM USA
OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
5.93% | N/A | |
Class Z | 5.94% | |||
VANGUARD
FDUCIARY TRUST CO
PO BOX 2600 ATTN: OUTSIDE FUNDS VALLEY FORGE PA 19482-2600 |
Class R4
|
11.86% | N/A | |
Class Y | 12.56% |
Statement of Additional Information – May 1, 2017 | 208 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
17.86% | N/A |
Class B | 23.21% | |||
Class C | 20.90% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class A
|
7.66% | N/A | |
Class C | 22.78% | |||
Class R | 78.78% | |||
Class R5 | 32.11% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class B
|
8.03% | N/A | |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class I
|
100.00% | N/A (a) | |
Class R5 | 10.62% | |||
Class W | 100.00% | |||
FIRST
CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class B
|
27.81% | N/A | |
Class C | 9.95% | |||
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A
|
5.40% | N/A | |
MERRILL
LYNCH PIERCE FENNER & SMITH
FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A
|
26.67% | 76.15% | |
Class B | 29.61% | |||
Class C | 18.58% | |||
Class V | 20.51% | |||
Class Y | 99.16% | |||
Class Z | 84.31% | |||
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R
|
21.09% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
5.43% | N/A | |
Class R4 | 19.25% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
5.17% | N/A | |
Class R4 | 11.33% | |||
Class R5 | 16.15% | |||
TAYNIK
& CO
C/O INVESTORS BANK & TRUST CO 1200 CROWN COLONY DR CC10313 QUINCY MA 02169-0938 |
Class R4
|
65.12% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
37.65% | N/A | |
Corporate Income Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
32.79% | N/A |
Class B | 27.76% | |||
Class C | 28.86% | |||
Class W | 99.75% | |||
BAND
& CO C/O US BANK NA
1555 N RIVERCENTER DR STE 302 MILWAUKEE WI 53212-3958 |
Class Z
|
23.98% | N/A |
Statement of Additional Information – May 1, 2017 | 209 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
CBNA
AS CUSTODIAN FBO
6 RHOADS DR STE 7 UTICA NY 13502-6317 |
Class R5
|
5.81% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
8.16% | N/A | |
Class R5 | 44.61% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
N/A
|
N/A | 47.83% (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class A
|
6.10% | N/A | |
Class B | 7.81% | |||
FIRST
CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class B
|
28.51% | N/A | |
Class C | 7.00% | |||
JPMCB
NA AS CUST FOR THE SC529 PLAN
COLUMBIA MODERATE GROWTH 529 PORTFOLIO 14201 N DALLAS PARKWAY FL 13 DALLAS TX 75254-2916 |
Class Z
|
13.28% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
8.18% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
31.44% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
14.31% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
23.63% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
16.66% | N/A | |
MATRIX
TRUST COMPANY AS TTEE FBO
REGION 10 457B PLAN PO BOX 52129 PHOENIX AZ 85072-2129 |
Class Y
|
74.14% | N/A | |
MERRILL
LYNCH PIERCE FENNER & SMITH
FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A
|
5.71% | N/A | |
Class B | 21.67% | |||
Class C | 13.03% | |||
Class Z | 41.34% |
Statement of Additional Information – May 1, 2017 | 210 |
Statement of Additional Information – May 1, 2017 | 211 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
U.S.
BANCORP INVESTMENTS INC.
60 LIVINGSTON AVE SAINT PAUL MN 55107-2292 |
Class C
|
13.59% | N/A | |
Small Cap Value Fund I (b) |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
10.19% | N/A |
Class B | 36.00% | |||
Class C | 7.54% | |||
CAPITAL
BANK & TRUST CO TRUSTEE FBO
C/O FASCORE LLC 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R
|
88.32% | N/A | |
CHARLES
SCHWAB & CO INC
ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
6.18% | N/A | |
Class Z | 6.27% | |||
FIIOC
FBO
PROFIT SHARING PLAN 100 MAGELLAN WAY (KW1C) COVINGTON KY 41015-1987 |
Class R5
|
6.62% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
100.00% | N/A | |
LINCOLN
RETIREMENT SERVICES CO
FBO PO BOX 7876 FORT WAYNE IN 46801-7876 |
Class Y
|
12.29% | N/A | |
Class Z | 7.27% | |||
LPL
FINANCIAL
FBO CUSTOMER ACCOUNTS 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C
|
6.37% | N/A | |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class R
|
7.78% | N/A | |
MERRILL
LYNCH PIERCE FENNER & SMITH
FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION #97431 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 |
Class A
|
5.98% | N/A | |
Class C | 11.78% | |||
Class Z | 42.04% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
14.11% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
8.20% | N/A | |
Class B | 8.12% | |||
Class C | 14.12% | |||
Class R4 | 33.86% | |||
Class R5 | 36.71% | |||
Class Z | 10.27% | |||
Class C | 9.42% | |||
Class R4 | 63.32% | |||
PIMS/PRUDENTIAL
RETIREMENT
AS NOMINEE FOR THE TTEE/CUST P O BOX 1979 835 N RUSH ST CHICAGO IL 60611-2030 |
Class Y
|
72.45% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
7.14% | N/A |
Statement of Additional Information – May 1, 2017 | 212 |
Statement of Additional Information – May 1, 2017 | 213 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
17.54% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A
|
5.70% | N/A | |
Class C | 5.68% | |||
MERRILL
LYNCH PIERCE FENNER & SMITH
FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A
|
24.45% | N/A | |
Class B | 28.11% | |||
Class R5 | 21.91% | |||
Class Z | 17.73% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R5
|
23.92% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class B
|
6.70% | N/A | |
Class C | 15.08% | |||
STATE
STREET BANK & TRUST CUST
FBO CHERYL S COX 403B PLAN 647 WINDSOR CIR CHULA VISTA CA 91910-6233 |
Class C
|
5.00% | N/A | |
STATE
STREET BANK & TRUST CUST
IRA R/O STEVEN G DETSCH 4115 THE HILL RD BONITA CA 91902-2343 |
Class C
|
5.47% | N/A | |
UBS
WM USA
OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
5.71% | N/A |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Adaptive Risk Allocation Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
89.98% | 91.68% |
Class C | 78.00% | |||
Class W | 100.00% | |||
Class Z | 36.51% | |||
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class R4
|
19.01% | N/A | |
Class R5 | 29.59% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class K
|
100.00% | N/A (a) | |
Class Y | 100.00% | |||
DONNA
C KNIGHT & JEFFREY L KNIGHT
TTEES DONNA C KNIGHT LIVING TRUST U/A 07/24/1998 15 SYLVAN LN WESTON MA 02493-1027 |
Class Z
|
5.03% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Z
|
10.94% | N/A |
Statement of Additional Information – May 1, 2017 | 214 |
Statement of Additional Information – May 1, 2017 | 215 |
Statement of Additional Information – May 1, 2017 | 216 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Dividend Income Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
39.08% | N/A |
Class B | 32.21% | |||
Class C | 15.07% | |||
Class W | 97.35% | |||
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class R5
|
23.45% | N/A | |
Class V | 9.02% | |||
Class Y | 6.02% | |||
Class Z | 7.08% | |||
COLUMBIA
THERMOSTAT FUND
C/O PAULA RYAN 227 W MONROE ST STE 3000 CHICAGO IL 60606-5018 |
Class I
|
32.41% | N/A | |
DCGT
AS TTEE AND /OR CUST
OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class R
|
6.15% | N/A | |
EQUITABLE
LIFE FOR SA
ON BEHALF OF VARIOUS 401K 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104-0101 |
Class R
|
53.85% | N/A | |
FIRST
CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class B
|
23.76% | N/A | |
Class C | 9.51% | |||
GREAT
WEST TRUST CO. AS TRUSTEE FBO
11500 OUTLOOK ST OVERLAND PARK KS 66211-1804 |
Class Y
|
7.39% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
26.30% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
41.29% | N/A | |
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484 |
Class A
|
6.86% | 27.18% | |
Class B | 18.63% | |||
Class C | 17.82% | |||
Class R | 10.54% | |||
Class R4 | 9.67% | |||
Class V | 17.50% | |||
Class Z | 44.20% | |||
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R
|
5.08% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class B
|
5.37% | N/A | |
Class C | 9.35% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
14.27% | N/A | |
Class B | 5.32% | |||
Class C | 8.89% | |||
Class R4 | 29.36% | |||
Class R5 | 19.43% | |||
Class Y | 44.35% | |||
Class Z | 15.39% |
Statement of Additional Information – May 1, 2017 | 217 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C
|
6.62% | N/A | |
Class R4 | 24.86% | |||
PIMS/PRUDENTIAL
RETIREMENT
AS NOMINEE FOR THE TTEE 379 CAMPUS DRIVE SOMERSET NJ 08873-1161 |
Class R5
|
6.84% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
9.75% | N/A | |
Class Z | 5.34% | |||
RELIANCE
TRUST CO CUST
PO BOX 48529 ATLANTA GA 30362-1529 |
Class R4
|
6.69% | N/A | |
Class R5 | 13.51% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
6.80% | N/A | |
TIAA-CREF
TRUST CO CUST/TTEE FBO
RETIREMENT PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER ATTN TRUST OPERATIONS 211 N BROADWAY STE 1000 SAINT LOUIS MO 63102-2748 |
Class Y
|
17.40% | N/A | |
UBS
WM USA
OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
6.87% | N/A | |
HY Municipal Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
39.17% | N/A |
Class C | 20.34% | |||
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
5.46% | N/A | |
Class R5 | 20.28% | |||
FIRST
CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A
|
11.94% | N/A | |
Class B | 27.09% | |||
Class C | 12.93% | |||
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484 |
Class A
|
8.29% | 49.53% | |
Class B | 62.58% | |||
Class C | 9.90% | |||
Class Z | 66.80% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A
|
7.55% | N/A | |
Class C | 16.04% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
7.04% | N/A | |
Class R4 | 48.71% | |||
Class R5 | 25.18% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
48.50% | N/A | |
Class R5 | 32.80% |
Statement of Additional Information – May 1, 2017 | 218 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
17.91% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
21.25% | N/A | |
UBS
WM USA
OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
6.99% | N/A | |
Class Z | 6.87% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
AMT-Free OR Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
27.34% | N/A |
Class C | 14.80% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
7.24% | N/A | |
Class R5 | 55.70% | |||
Class Z | 14.15% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class B
|
94.60% | N/A (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class A
|
29.34% | N/A | |
Class B | 5.25% | |||
Class C | 10.33% | |||
FIRST
CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A
|
8.81% | N/A | |
Class C | 33.57% | |||
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class C
|
8.39% | N/A | |
Class Z | 12.09% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
19.65% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
6.05% | N/A | |
Class R4 | 15.89% | |||
Class R5 | 8.59% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
81.15% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
35.09% | N/A |
Statement of Additional Information – May 1, 2017 | 219 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
UBS
WM USA
OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class A
|
8.72% | N/A | |
Large Cap Growth Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
23.35% | N/A |
Class B | 17.90% | |||
Class C | 22.26% | |||
Class W | 100.00% | |||
ANDREW
NEUMANN
ADVANTAGE PLAN TRUST C/O CHRISTOPHER M NEUMANN 101 RAMBLE WOOD DR SKANEATELES NY 13152-2275 |
Class F
|
16.54% | N/A | |
ASCENSUS
TRUST CO FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class Y
|
5.09% | N/A | |
BRIDGET
NEUMANN
ADVANTAGE PLAN TRUST C/0 CHRISTOPHER M NEUMANN 101 RAMBLE WOOD DR SKANEATELES NY 13152-2275 |
Class F
|
16.54% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class K
|
89.14% | N/A | |
Class R5 | 82.86% | |||
Class Z | 6.56% | |||
CLAIRE
NEUMANN
ADVANTAGE PLAN TRUST C/O ROBERT S NEUMANN 101 RAMBLE WOOD DR SKANEATELES NY 13152-2275 |
Class F
|
16.42% | N/A | |
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class Y
|
28.08% | N/A | |
FIIOC
FBO
401K PROFIT SHARING PLAN 100 MAGELLAN WAY (KW1C) COVINGTON KY 41015-1987 |
Class R5
|
9.98% | N/A | |
FIRST
CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C
|
6.25% | N/A | |
Class K | 7.48% | |||
GREAT
WEST TRUST CO
TRST FBO EMPLOYEE BENEFITS CLIENTS 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class Y
|
28.95% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
14.22% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
44.21% | N/A |
Statement of Additional Information – May 1, 2017 | 220 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
10.00% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
15.16% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
16.41% | N/A | |
LILY
ELIZABETH KRAMER
ADVANTAGE PLAN TRUST C/O LEIGH A NEUMANN 5203 SILVER FOX DR JAMESVILLE NY 13078-8742 |
Class F
|
16.45% | N/A | |
MATTHEW
PATRICK NEUMANN
ADVANTAGE PLAN TRUST C/O CHRISTOPHER M NEUMANN 101 RAMBLE WOOD DR SKANEATELES NY 13152-2275 |
Class F
|
16.42% | N/A | |
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class C
|
14.42% | N/A | |
Class R | 86.56% | |||
Class R4 | 12.20% | |||
Class V | 24.54% | |||
Class Z | 29.20% | |||
MIRANDA
E KRAMER
ADVANTAGE PLAN TRUST C/O LEIGH A NEUMANN 5203 SILVER FOX DR JAMESVILLE NY 13078-8742 |
Class F
|
16.48% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
5.67% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R4
|
61.90% | N/A | |
Class Y | 5.00% | |||
Class Z | 6.27% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
7.52% | N/A | |
PIMS/PRUDENTIAL
RETIREMENT
AS NOMINEE FOR THE TTEE/CUST INTERFAITH MEDICAL CENTER 403(B) 1545 ATLANTIC AVE BROOKLYN NY 11213-1122 |
Class Y
|
12.30% | N/A | |
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class R4
|
10.24% | N/A | |
Class Y | 16.98% | |||
UBS
WM USA
OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
7.33% | N/A |
Statement of Additional Information – May 1, 2017 | 221 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Tax-Exempt Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
8.12% | N/A |
Class B | 16.33% | |||
Class C | 25.47% | |||
CATHAY
LIFE INSURANCE CO LTD
296 JEN-AI ROAD SEC. 4 TAIPEI, 106 TAIWAN R.O.C |
Class Z
|
15.02% | N/A | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class A
|
10.59% | N/A | |
Class B | 10.95% | |||
FIRST
CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A
|
5.14% | N/A | |
Class B | 19.48% | |||
Class C | 9.14% | |||
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class B
|
7.90% | N/A | |
Class C | 13.71% | |||
Class Z | 48.68% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
6.68% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R4
|
18.18% | N/A | |
Class R5 | 27.19% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
80.05% | N/A | |
Class R5 | 31.38% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
6.26% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
40.12% | N/A | |
U.S. Social Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
63.85% | N/A |
Class C | 58.26% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class R4
|
100.00% | 78.96% (a) | |
Class R5 | 14.29% | |||
Class Z | 91.49% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
18.01% | N/A | |
Class R5 | 85.54% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
5.13% | N/A |
Statement of Additional Information – May 1, 2017 | 222 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
UBS
WM USA
OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class A
|
8.77% | N/A | |
Class C | 26.18% | |||
Ultra Short Term Bond Fund |
JPMCB
NA AS CUSTO FOR THE SC529 PL
COLUMBIA AGGRESSIVE GROWTH 529 PORT 14201 DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Shares
|
8.03% | N/A |
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Shares
|
91.89% | 91.89% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Balanced Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
35.99% | 28.47% |
Class B | 34.86% | |||
Class C | 39.00% | |||
Class Z | 5.24% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class R5
|
8.52% | N/A | |
Class Y | 5.14% | |||
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class R
|
6.89% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R
|
8.40% | N/A | |
GREAT-WEST
TRUST COMPANY LLC TRUST/
RETIREMENT PLANS 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class Y
|
8.44% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Z
|
6.57% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class B
|
8.10% | N/A | |
Class C | 8.13% | |||
Class R | 47.26% | |||
Class Y | 5.57% | |||
Class Z | 20.51% | |||
MID
ATLANTIC TRUST COMPANY FBO
FRONTIER TRUCK WASH INC. 401(K) PRO 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R
|
9.72% | N/A | |
Class Y | 23.91% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
7.77% | N/A | |
Class Z | 10.49% |
Statement of Additional Information – May 1, 2017 | 223 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
14.07% | N/A | |
Class R4 | 30.40% | |||
Class R5 | 49.16% | |||
Class Y | 12.75% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C
|
6.63% | N/A | |
Class R4 | 48.41% | |||
Class R5 | 6.49% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
7.62% | N/A | |
Class Z | 7.89% | |||
RELIANCE
TRUST COMPANY FBO
PO BOX 48529 ATLANTA GA 30362-1529 |
Class Y
|
10.75% | N/A | |
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Y
|
12.31% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
8.23% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class Z
|
5.70% | N/A | |
WELLS
FARGO BANK FBO
1525 W W T HARRIS BLVD CHARLOTTE NC 28262-8522 |
Class K
|
98.15% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C
|
13.11% | N/A | |
Class Z | 13.15% | |||
Contrarian Core Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
51.26% | N/A |
Class B | 34.64% | |||
Class C | 22.54% | |||
Class W | 100.00% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R
|
5.85% | N/A | |
BENEFIT
TRUST COMPANY AS TRUSTEE
PO BOX 12765 OVERLAND PARK KS 66282-2765 |
Class Y
|
8.40% | N/A | |
BROWN
BROTHERS HARRIMAN & CO AS
CUSTODIAN FOR 140 BROADWAY NEW YORK NY 10005-1108 |
Class Y
|
5.46% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class R5
|
13.52% | N/A | |
Class Z | 12.81% | |||
COLUMBIA
THERMOSTAT FUND
C/O PAULA RYAN 227 W MONROE ST STE 3000 CHICAGO IL 60606-5018 |
Class I
|
15.48% | N/A |
Statement of Additional Information – May 1, 2017 | 224 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class R
|
5.29% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R4
|
5.20% | N/A | |
ING
FUND OPERATIONS TTEE
FBO ING LIFE INSURANCE & ANNUITY CO 1 ORANGE WAY WINDSOR CT 06095-4773 |
Class Y
|
5.21% | N/A | |
JOHN
HANCOCK TRUST COMPANY LLC
690 CANTON ST STE 100 WESTWOOD MA 02090-2324 |
Class K
|
97.51% | N/A | |
JPMCB
NA AS CUSTO FOR THE SC529 PL
COLUMBIA AGGRESSIVE GROWTH 529 PORT 14201 DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Z
|
5.29% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
14.70% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
36.05% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
5.83% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
21.45% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA VP-ASSET ALLOCATION FUND 14201 N DALLAS PKWAY FL 13 DALLAS TX 75254-2916 |
Class I
|
5.30% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Z
|
6.23% | N/A | |
MASSACHUSETTS
MUTUAL LIFE INS CO
1295 STATE ST MIP M200-INVST SPRINGFIELD MA 01111-0001 |
Class R
|
6.73% | N/A | |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class R
|
5.05% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
5.40% | N/A | |
Class C | 13.98% | |||
Class R | 27.45% | |||
Class V | 28.95% | |||
Class Z | 24.10% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
10.51% | N/A |
Statement of Additional Information – May 1, 2017 | 225 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
6.92% | N/A | |
Class C | 8.44% | |||
Class R4 | 48.64% | |||
Class R5 | 30.66% | |||
Class Y | 62.71% | |||
Class Z | 8.83% | |||
NATIONWIDE
TRUST COMPANY/FSB
C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 |
Class R5
|
20.63% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C
|
6.86% | N/A | |
Class R4 | 14.06% | |||
Class R5 | 7.74% | |||
PIMS/PRUDENTIAL
RETIREMENT
AS NOMINEE FOR THE TTEE/CUST NEXCOM 401(K) PLAN 3280 VIRGINIA BEACH BLVD VIRGINIA BCH VA 23452-5724 |
Class R4
|
6.39% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
7.02% | N/A | |
SAMMONS
FINANCIAL NETWORK LLC
4546 CORPORATE DR STE 100 WEST DES MOINES IA 50266-5911 |
Class R
|
27.07% | N/A | |
STIFEL
NICOLAUS & CO INC
EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY SAINT LOUIS MO 63102-2188 |
Class C
|
5.31% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C
|
9.62% | N/A | |
Disciplined Small Core Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
25.44% | N/A |
Class B | 27.46% | |||
Class C | 15.83% | |||
Class W | 99.27% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R4
|
15.83% | N/A | |
Class R5 | 75.61% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class Z
|
6.02% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R4
|
72.78% | N/A | |
GREENLEAF
TRUST FBO
211 S ROSE ST KALAMAZOO MI 49007-4713 |
Class Y
|
80.51% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
21.66% | N/A |
Statement of Additional Information – May 1, 2017 | 226 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
21.69% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
12.76% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
43.36% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class B
|
23.86% | N/A | |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class R5
|
11.30% | N/A | |
MATRIX
TRUST COMPANY FBO
PO BOX 52129 PHOENIX AZ 85072-2129 |
Class Z
|
10.60% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
17.01% | N/A | |
Class B | 10.13% | |||
Class C | 14.63% | |||
Class V | 28.04% | |||
Class Z | 31.42% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
8.30% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
8.42% | N/A | |
Class B | 8.39% | |||
Class C | 9.37% | |||
Class V | 5.57% | |||
Class Y | 15.82% | |||
Class Z | 21.00% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
5.87% | N/A | |
Class C | 9.10% | |||
Class R5 | 10.03% | |||
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class B
|
21.00% | N/A | |
Class Z | 8.25% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C
|
17.96% | N/A | |
Emerging Markets Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
34.86% | N/A |
Class B | 37.29% | |||
Class C | 23.72% | |||
Class W | 100.00% |
Statement of Additional Information – May 1, 2017 | 227 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class C
|
6.28% | N/A | |
Class R | 7.06% | |||
Class R4 | 66.16% | |||
Class R5 | 11.06% | |||
Class Y | 16.66% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class K
|
42.90% | N/A | |
Class Z | 5.73% | |||
COMERICA
BANK FBO CALHOUN – ERISA
PO BOX 75000 MSC 3446 DETROIT MI 48275-0001 |
Class Z
|
6.34% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R4
|
6.11% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
20.70% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
45.05% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
16.05% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
13.67% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class C
|
9.14% | 39.70% | |
Class R | 65.41% | |||
Class Z | 82.17% | |||
MID
ATLANTIC TRUST COMPANY FBO
FRONTIER TRUCK WASH INC. 401(K) PRO 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R
|
6.68% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
5.31% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class C
|
7.47% | N/A | |
Class R4 | 18.68% | |||
Class R5 | 74.43% | |||
Class Y | 40.04% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C
|
6.56% | N/A | |
Class R5 | 6.26% |
Statement of Additional Information – May 1, 2017 | 228 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
PIMS/PRUDENTIAL
RETIREMENT
AS NOMINEE FOR THE TTEE/CUST THE ROCK SOLID 401(K) PLAN 9 WYNFIELD DR LITITZ PA 17543-8001 |
Class Y
|
6.37% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
5.79% | N/A | |
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Y
|
15.58% | N/A | |
TAYNIK
& CO
C/O INVESTORS BANK & TRUST CO 1200 CROWN COLONY DR CC10313 QUINCY MA 02169-0938 |
Class R
|
5.26% | N/A | |
TD
AMERITRADE TRUST COMPANY
PO BOX 17748 DENVER CO 80217-0748 |
Class R
|
5.74% | N/A | |
WELLS
FARGO BANK FBO
1525 W W T HARRIS BLVD CHARLOTTE NC 28262-8522 |
Class Y
|
8.30% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class K
|
53.89% | N/A | |
Global Dividend Opportunity Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
9.22% | N/A |
Class B | 7.75% | |||
Class C | 15.54% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class A
|
8.29% | N/A | |
Class B | 5.16% | |||
Class C | 7.07% | |||
Class Z | 6.93% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class W
|
100.00% | N/A (a) | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R
|
5.08% | N/A | |
Class R4 | 80.47% | |||
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
62.07% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
37.93% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C
|
8.62% | N/A |
Statement of Additional Information – May 1, 2017 | 229 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
6.61% | N/A | |
Class B | 31.23% | |||
Class C | 13.30% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
5.51% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
7.87% | N/A | |
Class B | 15.63% | |||
Class R5 | 30.08% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
6.14% | N/A | |
Class B | 8.71% | |||
Class C | 5.88% | |||
Class R4 | 5.64% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
7.61% | N/A | |
RELIANCE
TRUST COMPANY FBO
PO BOX 48529 ATLANTA GA 30362-1529 |
Class R
|
86.54% | N/A | |
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class R4
|
10.02% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
68.10% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
9.06% | N/A | |
VOYA
INSTITUTIONAL TRUST COMPANY
TTEE DAIMLER TRUCKS NORTH AMERICA LLC DEFERRED COMPENSATION PLAN 30 BRAINTREE HILL OFFICE PARK BRAINTREE MA 02184-8747 |
Class Y
|
98.23% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A
|
5.69% | N/A | |
Class B | 10.26% | |||
Class C | 5.62% | |||
Global Energy and Natural Resources Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
40.01% | N/A |
Class B | 35.94% | |||
Class C | 24.66% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R5
|
7.94% | N/A | |
CAPITAL
BANK & TRUST CO TTEE FBO
RETIREMENT EMPLOYEES 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R
|
10.74% | N/A |
Statement of Additional Information – May 1, 2017 | 230 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class K
|
63.81% | N/A | |
Class R5 | 23.32% | |||
Class Z | 35.65% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class K
|
36.19% | N/A (a) | |
HARTFORD
LIFE INS. CO.
SEPARATE ACCOUNT ATTN UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 |
Class R
|
11.46% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
99.99% | N/A | |
MASSACHUSETTS
MUTUAL LIFE INS CO
1295 STATE ST MIP M200-INVST SPRINGFIELD MA 01111-0001 |
Class R
|
34.41% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class B
|
7.36% | N/A | |
Class C | 12.48% | |||
Class R4 | 9.43% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class Z
|
5.05% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R4
|
11.73% | N/A | |
Class R5 | 43.80% | |||
Class Z | 16.19% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C
|
8.54% | N/A | |
Class R4 | 75.85% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
14.03% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
5.52% | N/A | |
TD
AMERITRADE TRUST COMPANY
PO BOX 17748 DENVER CO 80217-0748 |
Class R5
|
7.49% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class B
|
7.80% | N/A | |
Class C | 11.86% | |||
Class Z | 5.77% | |||
Global Technology Growth Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
37.01% | N/A |
Class C | 12.78% |
Statement of Additional Information – May 1, 2017 | 231 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class Y
|
99.57% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class A
|
5.13% | N/A | |
Class B | 11.82% | |||
Class C | 6.47% | |||
Class R5 | 15.97% | |||
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class B
|
6.83% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class R4
|
17.01% | N/A | |
Class R5 | 15.02% | |||
GREAT-WEST
TRUST COMPANY LLC TRUST/
RETIREMENT PLANS 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R5
|
8.51% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
99.97% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A
|
7.33% | N/A | |
Class Z | 19.39% | |||
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
6.29% | N/A | |
Class B | 6.17% | |||
Class C | 25.64% | |||
Class Z | 40.37% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class B
|
11.24% | N/A | |
Class C | 12.30% | |||
Class Z | 5.02% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
6.60% | N/A | |
Class B | 6.62% | |||
Class R4 | 5.79% | |||
Class R5 | 7.99% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
10.18% | N/A | |
Class B | 24.88% | |||
Class C | 5.43% | |||
Class R4 | 61.33% | |||
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class R4
|
8.21% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class B
|
17.44% | N/A | |
Class R5 | 6.60% | |||
VOYA
INSTITUTIONAL TRUST COMPANY
TTEE DAIMLER TRUCKS NORTH AMERICA LLC DEFERRED COMPENSATION PLAN 30 BRAINTREE HILL OFFICE PARK BRAINTREE MA 02184-8747 |
Class R5
|
9.66% | N/A |
Statement of Additional Information – May 1, 2017 | 232 |
Statement of Additional Information – May 1, 2017 | 233 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Mid Cap Growth Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
20.36% | N/A |
Class B | 23.50% | |||
Class C | 10.89% | |||
Class W | 98.54% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R
|
9.19% | N/A | |
CAPITAL
BANK & TRUST CO TTEE FBO
RETIREMENT EMPLOYEES 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R
|
7.76% | N/A | |
Class R5 | 21.18% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class C
|
5.01% | N/A | |
Class K | 35.65% | |||
Class Z | 9.16% | |||
CHRISTOPHER
J. HUYCK, MD FBO
ARTHRITIS CARE PC 401(K) PROFIT SHARING PLAN & TRUST 2414 15TH ST TROY NY 12180-1701 |
Class K
|
6.46% | N/A | |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class I
|
100.00% | N/A (a) | |
COUNSEL
TRUST DBA MATC FBO
EAGLE METALCRAFT INC 401K PSP & TRUST 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class K
|
18.29% | N/A | |
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class R
|
18.73% | N/A | |
Class Y | 11.91% | |||
GREAT-WEST
TRUST COMPANY LLC TRUST/
RETIREMENT PLANS 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R5
|
6.33% | N/A | |
KEITH
B ROSE FBO
ROSE LAW FIRM PLLC 401K PSP & TRUST 501 NEW KARNER RD ALBANY NY 12205-3874 |
Class K
|
11.91% | N/A | |
KENNETH
MECK TRUSTEE
PA ASSOC OF CONSERVATION 401 (K) PROFIT SHARING PLAN & TRUST 25 NORTH FRONT STREET HARRISBURG PA 17101-1627 |
Class K
|
16.31% | N/A | |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class K
|
10.57% | N/A | |
Class R | 8.04% | |||
Class Y | 22.50% | |||
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class C
|
8.66% | N/A | |
Class R | 36.79% | |||
Class V | 13.67% | |||
Class Z | 21.06% |
Statement of Additional Information – May 1, 2017 | 234 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
7.75% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R5
|
64.51% | N/A | |
Class V | 6.88% | |||
Class Y | 50.08% | |||
Class Z | 13.48% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C
|
8.34% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
6.02% | N/A | |
TIAA-CREF
TRUST CO CUST/TTEE FBO
RETIREMENT PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER ATTN TRUST OPERATIONS 211 N BROADWAY STE 1000 SAINT LOUIS MO 63102-2748 |
Class Y
|
15.49% | N/A | |
WELLS
FARGO BANK FBO
1525 W W T HARRIS BLVD CHARLOTTE NC 28262-8522 |
Class R4
|
92.51% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C
|
10.96% | N/A | |
MM Alternative Strategies Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
100.00% | 100.00% |
MM Small Cap Equity Strategies Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
100.00% | 100.00% |
MM Total Return Bond Strategies Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
98.40% | 98.40% |
Small Cap Growth Fund I |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
10.21% | N/A |
Class B | 22.00% | |||
Class C | 6.96% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R
|
10.36% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
Class K
|
84.95% | N/A | |
Class Z | 17.04% | |||
HEI
HOSPITALITY LLC
FBO EXEC EXCESS OF HEI HOSPITALITY ATTN ERNIE FREEDMAN 101 MERRITT 7 STE 1 NORWALK CT 06851-1060 |
Class R
|
11.32% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
7.46% | N/A |
Statement of Additional Information – May 1, 2017 | 235 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
29.51% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class I
|
63.03% | N/A | |
LINCOLN
RETIREMENT SERVICES COMPANY
FBO DEF COMP PLAN PO BOX 7876 FORT WAYNE IN 46801-7876 |
Class Y
|
19.30% | N/A | |
MAC
& CO
ATTN: MUTUAL FUND OPS 500 GRANT STREET PITTSBURGH PA 15219-2502 |
Class R5
|
15.82% | N/A | |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class Y
|
11.27% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
13.91% | N/A | |
Class C | 14.21% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
6.27% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
5.52% | N/A | |
Class C | 6.48% | |||
Class R4 | 84.98% | |||
Class Y | 41.57% | |||
Class Z | 7.01% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
12.89% | N/A | |
RELIANCE
TRUST COMPANY FBO
PO BOX 48529 ATLANTA GA 30362-1529 |
Class R
|
66.13% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
5.24% | N/A | |
VANGUARD
FDUCIARY TRUST CO
PO BOX 2600 ATTN: OUTSIDE FUNDS VALLEY FORGE PA 19482-2600 |
Class Y
|
27.84% | N/A | |
Class Z | 5.05% | |||
WELLS
FARGO BANK FBO
1525 W W T HARRIS BLVD CHARLOTTE NC 28262-8522 |
Class R5
|
79.79% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class B
|
19.68% | N/A | |
Class C | 13.82% | |||
Class K | 11.86% |
Statement of Additional Information – May 1, 2017 | 236 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
AMT-Free CT Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
30.50% | N/A |
Class C | 15.87% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
9.71% | N/A | |
Class C | 10.21% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class B
|
100.00% | N/A (a) | |
KELLY
F SHACKELFORD
PO BOX 672 NEW CANAAN CT 06840-0672 |
Class V
|
14.77% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C
|
11.90% | N/A | |
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484 |
Class A
|
17.58% | 79.27% | |
Class C | 12.85% | |||
Class V | 17.15% | |||
Class Z | 93.17% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
8.51% | N/A | |
Class R4 | 35.47% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
10.35% | N/A | |
Class R4 | 62.94% | |||
RBC
CAPITAL MARKETS, LLC
MUTUAL FUND OMNIBUS PROCESSING OMNIBUS ATTN MUTUAL FUND OPS MANAGER 510 MARQUETTE AVE S MINNEAPOLIS MN 55402-1110 |
Class C
|
5.44% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
5.56% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A
|
6.55% | N/A | |
Class C | 24.32% | |||
AMT-Free Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
59.40% | N/A |
Class B | 40.46% | |||
Class C | 31.40% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class R5
|
19.22% | N/A | |
Class V | 6.28% |
Statement of Additional Information – May 1, 2017 | 237 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class B
|
9.43% | N/A (a) | |
JOHN
J ALMEIDA TR
JOHN J ALMEIDA REVOCABLE TRUST U/A DATED MAY 15 1997 27 TOPMAST CT JAMESTOWN RI 02835-2227 |
Class V
|
7.47% | N/A | |
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484 |
Class A
|
10.24% | 76.75% | |
Class B | 45.21% | |||
Class C | 22.39% | |||
Class V | 10.33% | |||
Class Z | 88.56% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
8.95% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R5
|
32.64% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
94.58% | N/A | |
Class R5 | 15.80% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
31.94% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
5.13% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A
|
5.18% | N/A | |
Class C | 12.88% | |||
AMT-Free MA Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
40.83% | N/A |
Class C | 30.30% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class B
|
99.82% | N/A (a) | |
Class R5 | 100.00% | |||
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484 |
Class A
|
10.48% | 77.55% | |
Class C | 13.50% | |||
Class V | 45.12% | |||
Class Z | 92.54% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
8.30% | N/A | |
Class C | 11.85% | |||
Class R4 | 83.73% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
15.76% | N/A |
Statement of Additional Information – May 1, 2017 | 238 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A
|
19.50% | N/A | |
Class C | 13.48% | |||
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class A
|
6.86% | N/A | |
Class C | 5.10% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C
|
14.19% | N/A | |
AMT-Free NY Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
49.20% | N/A |
Class C | 5.16% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
6.94% | N/A | |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class B
|
41.71% | N/A (a) | |
Class R5 | 5.67% | |||
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484 |
Class A
|
7.20% | 69.87% | |
Class C | 36.77% | |||
Class V | 24.16% | |||
Class Z | 81.65% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A
|
5.04% | N/A | |
Class C | 16.07% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
5.32% | N/A | |
Class R4 | 83.13% | |||
Class R5 | 94.09% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
7.98% | N/A | |
Class B | 58.04% | |||
Class C | 7.29% | |||
Class R4 | 16.06% | |||
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
7.78% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A
|
7.57% | N/A | |
Class C | 10.06% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
N/A
|
N/A | 46.73% (a) | |
CA Tax-Exempt Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
36.12% | 26.60% |
Class C | 18.66% |
Statement of Additional Information – May 1, 2017 | 239 |
Statement of Additional Information – May 1, 2017 | 240 |
Statement of Additional Information – May 1, 2017 | 241 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MATRIX
TRUST COMPANY AS CUST FBO
401K PLAN PO BOX 52129 PHOENIX AZ 85072-2129 |
Class Y
|
10.69% | N/A | |
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484 |
Class B
|
21.23% | N/A | |
Class C | 11.61% | |||
Class R | 32.37% | |||
Class Z | 24.62% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
10.80% | N/A | |
Class Z | 13.92% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R4
|
45.00% | N/A | |
Class R5 | 14.90% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
50.36% | N/A | |
Class R5 | 14.46% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
6.10% | N/A | |
Class Z | 6.40% | |||
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Y
|
8.05% | N/A | |
U
S BANK FBO
1555 N RIVERCENTER DR STE 302 MILWAUKEE WI 53212-3958 |
Class R5
|
7.47% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
5.07% | N/A | |
Class R | 5.28% | |||
Class Z | 13.87% | |||
WELLS
FARGO BANK FBO
1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-1076 |
Class Y
|
30.36% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class B
|
11.53% | N/A | |
Class C | 12.01% | |||
Class Z | 9.61% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Real Estate Equity Fund |
AMERICAN
ENTERPRISE INVESTMENT SVCS
PO BOX 9446 MINNEAPOLIS MN 55440-9446 |
Class A
|
70.00% | N/A |
Class B | 62.97% | |||
Class C | 26.55% | |||
Class T | 83.78% | |||
CAPITAL
BANK & TRUST COMPANY TTEE
8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R
|
30.06% | N/A |
Statement of Additional Information – May 1, 2017 | 242 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class C
|
9.13% | N/A | |
Class K | 62.12% | |||
Class Z | 21.18% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class K
|
6.61% | 25.14% (a) | |
Class T | 16.22% | |||
FIRST
CLEARING LLC
2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class B
|
14.46% | N/A | |
Class C | 9.39% | |||
Class K | 31.27% | |||
JPMCB
NA CUST FOR
COLUMBIA ADAPTIVE RISK ALLOCATION 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
90.00% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
10.00% | N/A | |
MAC
& CO
ATTN: MUTUAL FUND OPS 500 GRANT STREET PITTSBURGH PA 15219-2502 |
Class R5
|
63.82% | N/A | |
MERRILL
LYNCH PIERCE FENNER & SMITH
FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 |
Class C
|
7.42% | N/A | |
Class R | 37.70% | |||
Class Z | 34.45% | |||
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R
|
5.72% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R4
|
60.91% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class B
|
5.79% | N/A | |
Class R4 | 25.28% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
12.26% | N/A | |
SEI
PRIVATE TRUST COMPANY
1 FREEDOM VALLEY DR OAKS PA 19456-9989 |
Class Z
|
6.41% | N/A | |
VOYA
INSTITUTIONAL TRUST COMPANY
TTE 30 BRAINTREE HILL OFFICE PARK BRAINTREE MA 02184-8747 |
Class R5
|
34.30% | N/A |
(a) | Combination of all share classes of Columbia Management initial capital and/or affiliated funds-of-funds’ investments. |
(b) | Information provided for Small Cap Value Fund I is as of February 28, 2017. |
Statement of Additional Information – May 1, 2017 | 243 |
Statement of Additional Information – May 1, 2017 | 244 |
Statement of Additional Information – May 1, 2017 | 245 |
Statement of Additional Information – May 1, 2017 | A-1 |
Statement of Additional Information – May 1, 2017 | A-2 |
Statement of Additional Information – May 1, 2017 | A-3 |
Statement of Additional Information – May 1, 2017 | A-4 |
■ | Independence — A nominee who is deemed an affiliate of the company by virtue of a material business, familial or other relationship with the company but is otherwise not an employee, and who sits on a key committee (audit, compensation, nominating or governance). |
■ | Attendance — A nominee who failed to attend at least 75% of the board’s meetings. |
■ | Over Boarding — A nominee who serves on more than five total public company boards or an employee director nominee who serves on more than two total public company boards. |
■ | Committee Membership — A nominee who has been assigned to a key committee if that nominee is not independent of management, or if the nominee does not meet the specific independence and experience requirements for such committees. |
■ | Audit Committee Chair — A nominee who serves as audit committee chair where the committee failed to put forth shareholder proposals for ratification of auditors. |
■ | Board Independence — A nominee of a company whose board as proposed to be constituted would have more than one-third of its members from management. |
■ | Interlocking Directorship — A nominee who is an executive officer of another company on whose board one of the company’s executive officers sits. |
■ | Poor Governance — A nominee involved with, among other things, options backdating, financial restatements or material weakness in controls, approving egregious compensation, or who has consistently disregarded the interests of shareholders. |
Statement of Additional Information – May 1, 2017 | B-1 |
Statement of Additional Information – May 1, 2017 | B-2 |
Statement of Additional Information – May 1, 2017 | B-3 |
Statement of Additional Information – May 1, 2017 | B-4 |
Statement of Additional Information – May 1, 2017 | B-5 |
Statement of Additional Information – May 1, 2017 | B-6 |
Statement of Additional Information – May 1, 2017 | B-7 |
Statement of Additional Information – May 1, 2017 | B-8 |
Statement of Additional Information – May 1, 2017 | B-9 |
Statement of Additional Information – May 1, 2017 | B-10 |
■ | the inability or perceived inability of a government authority to collect sufficient tax or other revenues to meet its payment obligations; |
■ | natural disasters and ecological or environmental concerns; |
■ | the introduction of constitutional or statutory limits on a tax-exempt issuer’s ability to raise revenues or increase taxes; |
■ | the inability of an issuer to pay interest on or to repay principal or securities in which the funds invest during recessionary periods; and |
■ | economic or demographic factors that may cause a decrease in tax or other revenues for a government authority or for private operators of publicly financed facilities. |
Statement of Additional Information – May 1, 2017 | C-1 |
Statement of Additional Information – May 1, 2017 | C-2 |
Statement of Additional Information – May 1, 2017 | C-3 |
Statement of Additional Information – May 1, 2017 | C-4 |
Statement of Additional Information – May 1, 2017 | C-5 |
Statement of Additional Information – May 1, 2017 | C-6 |
Statement of Additional Information – May 1, 2017 | C-7 |
Statement of Additional Information – May 1, 2017 | C-8 |
Statement of Additional Information – May 1, 2017 | D-1 |
Statement of Additional Information – May 1, 2017 | D-2 |
■ | Current or retired fund Board members, officers or employees of the funds or Columbia Management or its affiliates (a) ; |
■ | Current or retired Ameriprise Financial Services, Inc. (Ameriprise Financial Services) financial advisors and employees of such financial advisors (a) ; |
■ | Registered representatives and other employees of affiliated or unaffiliated financial intermediaries (and their immediate family members and related trusts or other entities owned by the foregoing) having a selling agreement with the Distributor (a) ; |
■ | Registered broker-dealer firms that have entered into a dealer agreement with the Distributor may buy Class A shares without paying a front-end sales charge for their investment account only; |
■ | Portfolio managers employed by subadvisers of the funds (a) ; |
■ | Partners and employees of outside legal counsel to the funds or to the funds’ directors or trustees who regularly provide advice and services to the funds, or to their directors or trustees; |
■ | Direct rollovers ( i.e. , rollovers of fund shares and not reinvestments of redemption proceeds) from qualified employee benefit plans, provided that the rollover involves a transfer to Class A shares in the same fund; |
■ | Employees of Bank of America, its affiliates and subsidiaries; |
■ | Employees or partners of Columbia Wanger Asset Management, LLC (or their successors); |
■ | For Class V shares only: Shareholders who (i) bought Galaxy fund Retail A shares at net asset value and received Class V shares (formerly known as Class T shares, as stated above, which have no relation to, or connection with, Class T shares in effect on March 10, 2017) in exchange for those shares during the Galaxy/Liberty fund reorganization; and (ii) continue to maintain the account in which the Retail A shares were originally bought; and Boston 1784 fund shareholders on the date that those funds were reorganized into Galaxy funds; |
■ | Separate accounts established and maintained by an insurance company which are exempt from registration under Section 3(c)(11); |
Statement of Additional Information – May 1, 2017 | S-1 |
■ | At a fund’s discretion, front-end sales charges may be waived for shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the fund is a party; |
■ | Purchases by registered representatives and employees (and their immediate family members and related trusts or other entities owned by the foregoing (referred to as “Related Persons”)) of Ameriprise Financial Services and its affiliates; provided that with respect to employees (and their Related Persons) of an affiliate of Ameriprise Financial, such persons must make purchases through an account held at Ameriprise Financial or its affiliates. |
■ | Participants of “eligible employee benefit plans” including 403(b) plans for which Ameriprise Financial Services serves as broker-dealer, and the school district or group received a written proposal from Ameriprise Financial Services between November 1, 2007 and December 31, 2008 (each a Qualifying 403(b) Plan). In order for participants in one of these 403(b) plans to receive this waiver, at least one participant account of the 403(b) plan must have been funded at Ameriprise Financial Services prior to December 31, 2009. This waiver may be discontinued for any Qualifying 403(b) Plan, in the sole discretion of the Distributor. |
■ | Through or under a wrap fee product or other investment product sponsored by a financial intermediary that charges an account management fee or other managed agency/asset allocation accounts or programs involving fee-based compensation arrangements that have or that clear trades through a financial intermediary that has a selling agreement with the Distributor; |
■ | Through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; |
■ | Through banks, trust companies and thrift institutions, acting as fiduciaries; or |
■ | Through “employee benefit plans” created under Section 401(a), 401(k), 457 and 403(b), and qualified deferred compensation plans, that have a plan level or omnibus account maintained with the fund or the Transfer Agent and transacts directly with the fund or the Transfer Agent through a third party administrator or third party recordkeeper. |
(a) | Including their spouses or domestic partners, children or step-children, parents, step-parents or legal guardians, and their spouse’s or domestic partner’s parents, step-parents, or legal guardians. |
■ | In the event of the shareholder’s death; |
■ | For which no sales commission or transaction fee was paid to an authorized financial intermediary at the time of purchase; |
■ | Purchased through reinvestment of dividend and capital gain distributions; |
■ | In an account that has been closed because it falls below the minimum account balance; |
■ | That result from required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70½; |
■ | That result from returns of excess contributions made to retirement plans or individual retirement accounts, so long as the financial intermediary returns the applicable portion of any commission paid by the Distributor; |
■ | Of Class A shares of a fund initially purchased by an employee benefit plan; |
■ | Other than Class A shares of a fund initially purchased by an employee benefit plan that are not connected with a plan level termination; |
■ | In connection with the fund’s Small Account Policy (as described in the prospectus); and |
■ | At a fund’s discretion, issued in connection with plans of reorganization, including but not limited to mergers, asset acquisitions and exchange offers, to which the fund is a party. |
Statement of Additional Information – May 1, 2017 | S-2 |
■ | Any client of Bank of America or one of its subsidiaries buying shares through an asset management company, trust, fiduciary, retirement plan administration or similar arrangement with Bank of America or the subsidiary. |
■ | Any employee (or family member of an employee) of Bank of America or one of its subsidiaries. |
■ | Any investor buying shares through a Columbia Management state tuition plan organized under Section 529 of the Internal Revenue Code. |
■ | Any trustee or director (or family member of a trustee or director) of a fund distributed by the Distributor. |
■ | Class B shares are converted on or about the 15th day of the month that they become eligible for conversion. For purposes of determining the month when your Class B shares are eligible for conversion, the start of the holding period is the first day of the month in which your purchase was made. |
■ | Any shares you received from reinvested distributions on these shares generally will convert to Class A shares at the same time. |
■ | You’ll receive the same dollar value of Class A shares as the Class B shares that were converted. Class B shares that you received from an exchange of Class B shares of another fund will convert based on the day you bought the original shares. |
■ | No sales charge or other charges apply, and conversions are free from U.S. federal income tax. |
■ | Class F shares are converted on or about the 15th day of the month that they become eligible for conversion. For purposes of determining the month when your Class F shares are eligible for conversion, the start of the holding period is the first day of the month in which your purchase was made. |
■ | Any shares you received from reinvested distributions on these shares generally will convert to Class E shares at the same time. |
■ | You’ll receive the same dollar value of Class E shares as the Class F shares that were converted. Class F shares that you received from an exchange of Class F shares of another Fund will convert based on the day you bought the original shares. |
■ | No sales charge or other charges apply, and conversions are free from U.S. federal income tax. |
* | The Funds no longer accept investments from new or existing investors in Class E or Class F shares, except by existing Class E and/ or Class F shareholders who opened and funded their account prior to September 22, 2006 that may continue to invest in Class E and/or Class F shares. See the prospectus offering Class E and Class F shares of Large Cap Growth Fund for details. |
Statement of Additional Information – May 1, 2017 | S-3 |
Statement of Additional Information – May 1, 2017 | S-4 |
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 May 1, 2017, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, as of April 25, 2016, are filed herewith as Exhibit (d)(1)(i) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on March 29, 2017. |
(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)(13)(i) | Amendment No.1, as of May 1, 2017, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is filed herewith as Exhibit (d)(13)(i) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(2)), filed on March 29, 2017. |
(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 filed herewith as Exhibit (h)(1) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 May 1, 2017, 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 filed herewith as Exhibit (h)(4)(i) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 is filed herewith as Exhibit (j)(2) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on March 29, 2017. |
(m)(2) | Amended and Restated Shareholder Servicing Plan, as of January 25, 2017, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on March 29, 2017. |
(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 May 20, 2016, is filed herewith as Exhibit (p)(4) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 July 1, 2016, is filed herewith as Exhibit (p)(5) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(6) | Code of Ethics of Prudential Financial (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated January 9, 2017, is filed herewith as Exhibit (p)(6) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 March 13, 2017, is filed herewith as Exhibit (p)(7) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(8) | Code of Ethics of Water Island Capital, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), dated April 2017, is filed herewith as Exhibit (p)(8) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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, 2016, is filed herewith as Exhibit (p)(9) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(10) | Code of Ethics of Conestoga Capital Advisors, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated July 19, 2016, is filed herewith as Exhibit (p)(10) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(11) | Code of Ethics of Loomis, Sayles and Company, L.P. (a subadviser of Multi-Manager Growth Strategies Fund and Multi-Manager Total Return Bond Strategies Fund), effective January 14, 2000, as amended August 11, 2016, is filed herewith as Exhibit (p)(11) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(12) | Code of Ethics of BMO Asset Management Corp. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated December 2016, is filed herewith as Exhibit (p)(12) to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 | ||
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, certifies that it meets all the requirements for effectiveness of this Amendment to its Registration Statement under Rule 485(b) under the Securities Act of 1933 and 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 26th day of April, 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 26th day of April, 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 DAlessandro | ||
Name: | Joseph DAlessandro** | |||
Attorney-in-fact |
** | Executed by Joseph DAlessandro 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. |
Exhibit Index
(d)(1)(i) |
Schedule A and Schedule B, as of May 1, 2017, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, as of April 25, 2016 | |
(d)(13)(i) |
Amendment No.1, as of May 1, 2017, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015 | |
(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 | |
(h)(4)(i) |
Restated Schedule A, effective May 1, 2017, 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 | |
(j)(2) |
Consent of PricewaterhouseCoopers LLP | |
(p)(4) |
Code of Ethics of Dalton, Greiner, Hartman, Maher & Co., LLC dated May 20, 2016 | |
(p)(5) |
Code of Ethics and Standards of Business Conduct of EAM Investors, LLC effective July 1, 2016 | |
(p)(6) |
Code of Ethics of Prudential Financial dated January 9, 2017 | |
(p)(7) |
Code of Ethics of TCW Investment Management Company LLC dated March 13, 2017 | |
(p)(8) |
Code of Ethics of Water Island Capital, LLC dated April 2017 | |
(p)(9) |
Code of Ethics of Real Estate Management Services Group, LLC dated July 1, 2016 | |
(p)(10) |
Code of Ethics of Conestoga Capital Advisors, LLC dated July 19, 2016 | |
(p)(11) |
Code of Ethics of Loomis, Sayles and Company, L.P. effective January 14, 2000, as amended August 11, 2016 | |
(p)(12) |
Code of Ethics of BMO Asset Management Corp. dated December 2016 |
Schedules A and B Management Agreement CFST I and CFVIT
SCHEDULE A
As of May 1, 2017
Series |
Effective Date |
|
Columbia Funds Series Trust I | ||
CMG Ultra Short Term Bond Fund | December 1, 2015 | |
Columbia Adaptive Risk Allocation Fund | October 1, 2015 | |
Columbia Alternative Beta Fund | October 1, 2015 | |
Columbia AMT-Free Connecticut Intermediate Muni-Bond Fund | March 1, 2016 | |
Columbia AMT-Free Intermediate Muni-Bond Fund | March 1, 2016 | |
Columbia AMT-Free Massachusetts Intermediate Muni-Bond Fund | March 1, 2016 | |
Columbia AMT-Free New York Intermediate Muni-Bond Fund | March 1, 2016 | |
Columbia AMT-Free Oregon Intermediate Muni Bond Fund | December 1, 2015 | |
Columbia Balanced Fund | January 1, 2016 | |
Columbia Bond Fund | September 1, 2015 | |
Columbia California Tax-Exempt Fund | March 1, 2016 | |
Columbia Contrarian Core Fund | January 1, 2016 | |
Columbia Corporate Income Fund | September 1, 2015 | |
Columbia Disciplined Small Core Fund | January 1, 2016 | |
Columbia Diversified Absolute Return Fund | October 1, 2015 | |
Columbia Diversified Real Return Fund | June 1, 2016 | |
Columbia Dividend Income Fund | October 1, 2015 | |
Columbia Emerging Markets Fund | January 1, 2016 | |
Columbia Global Dividend Opportunities Fund | January 1, 2016 | |
Columbia Global Energy and Natural Resources Fund | January 1, 2016 | |
Columbia Global Technology Growth Fund | January 1, 2016 | |
Columbia Greater China Fund | January 1, 2016 | |
Columbia High Yield Municipal Fund | October 1, 2015 | |
Columbia Large Cap Growth Fund | December 1, 2015 | |
Columbia Mid Cap Growth Fund | January 1, 2016 | |
Columbia Multi-Asset Income Fund | September 1, 2015 | |
Columbia New York Tax-Exempt Fund | March 1, 2016 | |
Columbia Pacific/Asia Fund | August 1, 2015 | |
Columbia Real Estate Equity Fund | May 1, 2016 | |
Columbia Select Large Cap Growth Fund | August 1, 2015 | |
Columbia Small Cap Growth Fund I | January 1, 2016 | |
Columbia Small Cap Value Fund I | September 1, 2015 | |
Columbia Strategic Income Fund | March 1, 2016 | |
Columbia Tax-Exempt Fund | December 1, 2015 | |
Columbia Total Return Bond Fund | September 1, 2015 | |
Columbia U.S. Social Bond Fund | December 1, 2015 | |
Columbia U.S. Treasury Index Fund | September 1, 2015 | |
Columbia Value and Restructuring Fund | July 1, 2015 | |
Multi-Manager Alternative Strategies Fund | January 1, 2016 | |
Multi-Manager Growth Strategies Fund | August 1, 2015 | |
Multi-Manager Small Cap Equity Strategies Fund | January 1, 2016 | |
Multi-Manager Total Return Bond Strategies Fund | January 1, 2016 | |
Columbia Funds Variable Insurance Trust |
Effective Date |
|
Columbia Variable Portfolio Asset Allocation Fund | May 1, 2016 | |
Columbia Variable Portfolio Contrarian Core Fund | May 1, 2016 | |
Columbia Variable Portfolio Diversified Absolute Return Fund | May 1, 2016 | |
Columbia Variable Portfolio Long Government/Credit Bond Fund | May 1, 2016 | |
Columbia Variable Portfolio Managed Volatility Conservative Fund | May 1, 2016 | |
Columbia Variable Portfolio Managed Volatility Conservative Growth Fund | May 1, 2016 |
Schedules A and B Management Agreement CFST I and CFVIT
Columbia Variable Portfolio Managed Volatility Growth Fund | May 1, 2016 | |
Columbia Variable Portfolio Select Large Cap Growth Fund | May 1, 2016 | |
Columbia Variable Portfolio Small Cap Value Fund | May 1, 2016 | |
Columbia Variable Portfolio Small Company Growth Fund | May 1, 2016 | |
Columbia Variable Portfolio Strategic Income Fund | May 1, 2016 | |
Variable Portfolio AQR Managed Futures Strategy Fund | May 1, 2016 | |
Variable Portfolio Lazard International Equity Advantage Fund | May 1, 2016 |
Schedules A and B Management Agreement CFST I and CFVIT
SCHEDULE B
Fee Schedule
As of May 1, 2017
For the following funds, the asset charge for each calendar day of each year shall be equal to the total of 1/365 th (1/366 th in each leap year) of the amount computed in accordance with the fee schedule in the table below:
Fund |
Schedule B Effective Date |
Net Assets (millions) |
Annual rate at each asset level Asset Charge |
|||
Multi-Manager Alternative Strategies Fund* | January 1, 2016 |
$0 - $500 >$500 - $1,000 >$1,000 - $3,000 >$3,000 - $6,000 >$6,000 - $12,000 >$12,000 |
1.100% 1.050% 1.020% 0.990% 0.960% 0.950% |
|||
Variable Portfolio (VP) AQR Managed Futures Strategy Fund* | May 1, 2016 | |||||
Multi-Manager Total Return Bond Strategies Fund | January 1, 2016 |
$0 - $500 >$500 - $1,000 >$1,000 - $2,000 >$2,000 - $3,000 >$3,000 - $6,000 >$6,000 - $7,500 >$7,500 - $9,000 >$9,000 - $12,000 >$12,000 - $20,000 >$20,000 - $24,000 >$24,000 - $50,000 >$50,000 |
0.500% 0.495% 0.480% 0.460% 0.450% 0.430% 0.415% 0.410% 0.390% 0.380% 0.360% 0.340% |
|||
Columbia VP Long Government/Credit Bond Fund | May 1, 2016 | |||||
Multi-Manager Growth Strategies Fund Columbia Select Large Cap Growth Fund |
August 1, 2015 |
$0 - $500 >$500 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 - $12,000 >$12,000 |
0.770% 0.720% 0.670% 0.620% 0.600% 0.580% 0.570% |
|||
Columbia Large Cap Growth Fund | December 1, 2015 | |||||
Columbia Contrarian Core Fund Columbia Global Dividend Opportunity Fund |
January 1, 2016 | |||||
Columbia VP Contrarian Core Fund Columbia VP Select Large Cap Growth Fund |
May 1, 2016 |
B-1
Schedules A and B Management Agreement CFST I and CFVIT
Fund |
Schedule B Effective Date |
Net Assets (millions) |
Annual rate at each asset level Asset Charge |
|||
Multi Manager Small Cap Equity Strategies Fund | January 1, 2016 |
$0 - $250 >$250 - $500 >$500 - $1,000 >$1,000 - $3,000 >$3,000 - $12,000 >$12,000 |
0.980% 0.930% 0.875% 0.870% 0.860% 0.850% |
|||
CMG Ultra Short Term Bond Fund | December 1, 2015 | All | 0.250% (1) | |||
Columbia Alternative Beta Fund* | October 1, 2016 |
$0 - $500 >$500 - $1,000 >$1,000 - $3,000 >$3,000 - $12,000 >$12,000 |
0.960% 0.955% 0.950% 0.940% 0.930% |
|||
Columbia Adaptive Risk Allocation Fund | October 1, 2015 |
Category 1 Assets invested in affiliated mutual funds, exchange-traded funds and closed-end funds that pay a management fee (or advisory fee, as applicable) to the Investment Manager. $0 - $500 >$500 - $1,000 >$1,000 - $3,000 >$3,000 - $12,000 >$12,000 |
0.060% 0.055% 0.050% 0.040% 0.030% |
|||
Category 2 Assets invested in exchange-traded funds and mutual funds that are not managed by the Investment Manager or its affiliates. $0 - $500 >$500 - $1,000 >$1,000 - $3,000 >$3,000 - $12,000 >$12,000 |
0.160% 0.155% 0.150% 0.140% 0.130% |
|||||
Category 3 Securities, instruments and other assets not described above, including without limitation affiliated mutual funds, exchange-traded funds and closed-end funds that do not pay a management fee to the Investment Manager, third party closed-end funds, derivatives and individual securities. $0 - $500 >$500 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 - $12,000 >$12,000 |
0.760% 0.745% 0.730% 0.720% 0.690% 0.665% 0.630% |
B-2
Schedules A and B Management Agreement CFST I and CFVIT
Fund |
Schedule B Effective Date |
Net Assets (millions) |
Annual rate at each asset level Asset Charge |
|||
Columbia AMT-Free Oregon Intermediate Muni Bond Fund | December 1, 2015 |
$0 - $250 >$250 - $500 >$500 - $1,000 >$1,000 - $3,000 >$3,000 - $6,000 >$6,000 - $7,500 >$7,500 - $12,000 >$12,000 |
0.470% 0.465% 0.415% 0.380% 0.340% 0.330% 0.320% 0.310% |
|||
Columbia AMT-Free Connecticut Intermediate Muni-Bond Fund Columbia AMT-Free Massachusetts Intermediate Muni-Bond Fund Columbia AMT-Free New York Intermediate Muni-Bond Fund Columbia California Tax-Exempt Fund Columbia New York Tax-Exempt Fund |
March 1, 2016 | |||||
Columbia Tax-Exempt Fund | December 1, 2015 |
$0 - $500 >$500 - $1,000 >$1,000 - $2,000 >$2,000 - $3,000 >$3,000 - $6,000 >$6,000 - $9,000 >$9,000 - $10,000 >$10,000 - $12,000 >$12,000 - $15,000 >$15,000 - $24,000 >$24,000 - $50,000 >$50,000 |
0.480% 0.475% 0.445% 0.420% 0.385% 0.360% 0.350% 0.340% 0.330% 0.320% 0.300% 0.290% |
|||
Columbia AMT-Free Intermediate Muni-Bond Fund | March 1, 2016 | |||||
Columbia U.S. Social Bond Fund | December 1, 2016 | |||||
Columbia Balanced Fund | January 1, 2016 |
$0 - $500 >$500 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 - $12,000 >$12,000 |
0.720% 0.670% 0.620% 0.570% 0.550% 0.530% 0.520% |
|||
Columbia Dividend Income Fund | October 1, 2015 | |||||
Columbia Diversified Real Return Fund | June 1, 2016 |
Category 1 Assets invested in affiliated funds (including ETFs and closed-end funds) that pay a management fee (or advisory fee, as applicable) to the Investment Manager |
0.02% | |||
Category 2 Assets invested in ETFs and mutual funds that are not managed by the Investment Manager or its affiliates. Securities, instruments and other assets not described above, including without limitation affiliated mutual funds, ETFs and closed-end mutual funds that do not pay a management fee to the Investment Manager, third party closed-end funds, derivatives and individual securities. |
0.76% |
B-3
Schedules A and B Management Agreement CFST I and CFVIT
Fund |
Schedule B Effective Date |
Net Assets (millions) |
Annual rate at each asset level Asset Charge |
|||
Columbia Bond Fund | September 1, 2015 |
$0 - $500 >$500 - $1,000 >$1,000 - $2,000 >$2,000 - $3,000 >$3,000 - $6,000 >$6,000 - $7,500 >$7,500 - $9,000 >$9,000 - $12,000 >$12,000 - $20,000 >$20,000 - $24,000 >$24,000 - $50,000 >$50,000 |
0.500% 0.495% 0.480% 0.460% 0.450% 0.430% 0.415% 0.410% 0.390% 0.380% 0.360% 0.340% |
|||
Columbia Corporate Income Fund Columbia Total Return Bond Fund |
||||||
Columbia Diversified Absolute Return Fund* | October 1, 2015 |
$0 - $500 >$500 - $1,000 >$1,000 - $3,000 >$3,000 - $6,000 >$6,000 - $12,000 >$12,000 |
1.180% 1.130% 1.100% 1.070% 1.040% 1.030% |
|||
Columbia Emerging Markets Fund | January 1, 2016 |
$0 - $250 >$250 - $500 >$500 - $750 >$750 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 |
1.180% 1.160% 1.140% 1.115% 0.870% 0.820% 0.770% 0.720% |
|||
Columbia Global Energy and Natural Resources Fund | January 1, 2016 |
$0 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 |
0.750% 0.670% 0.620% 0.600% 0.580% |
B-4
Schedules A and B Management Agreement CFST I and CFVIT
Fund |
Schedule B Effective Date |
Net Assets (millions) |
Annual rate at each asset level Asset Charge |
|||
Columbia Global Technology Growth Fund | January 1, 2016 |
$0 - $500 $500 - $1,000 >$1,000 |
0.870% 0.820% 0.770% |
|||
Columbia Greater China Fund | January 1, 2016 |
$0 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 |
0.950% 0.870% 0.820% 0.770% 0.720% |
|||
Columbia High Yield Municipal Fund | October 1, 2015 |
$0 - $500 >$500 - $1,000 >$1,000 - $2,000 >$2,000 - $3,000 >$3,000 - $6,000 >$6,000 - $7,500 >$7,500 - $10,000 >$10,000 - $12,000 >$12,000 - $15,000 >$15,000 - $24,000 >$24,000 - $50,000 >$50,000 |
0.540% 0.535% 0.505% 0.480% 0.445% 0.420% 0.410% 0.400% 0.390% 0.380% 0.360% 0.340% |
|||
Columbia Mid Cap Growth Fund | January 1, 2016 |
$0 - $500 >$500 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $12,000 >$12,000 |
0.820% 0.770% 0.720% 0.670% 0.660% 0.650% |
|||
Columbia Multi-Asset Income Fund | September 1, 2015 |
$0 - $500 >$500 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 - $12,000 >$12,000 |
0.660% 0.625% 0.610% 0.600% 0.570% 0.545% 0.510% |
|||
Columbia Pacific/Asia Fund | August 1, 2015 |
$0 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 |
0.950% 0.870% 0.820% 0.770% 0.720% |
|||
Columbia Real Estate Equity Fund | May 1, 2016 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 >$3,000 |
0.750% 0.745% 0.720% 0.670% 0.660% |
B-5
Schedules A and B Management Agreement CFST I and CFVIT
Fund |
Schedule B Effective Date |
Net Assets (millions) |
Annual rate at each asset level Asset Charge |
|||
Columbia Small Cap Value Fund I | September 1, 2015 |
$0 - $500 >$500 - $1,000 >$1,000 - $3,000 >$3,000 - $12,000 >$12,000 |
0.870% 0.820% 0.770% 0.760% 0.750% |
|||
Columbia Disciplined Small Core Fund Columbia Small Cap Growth Fund I |
January 1, 2016 | |||||
Columbia VP Small Cap Value Fund Columbia VP Small Company Growth Fund |
May 1, 2016 | |||||
Columbia Strategic Income Fund | March 1, 2016 |
$0 - $500 >$500 - $1,000 >$1,000 - $2,000 >$2,000 - $3,000 >$3,000 - $6,000 >$6,000 - $7,500 >$7,500 - $9,000 >$9,000 - $10,000 >$10,000 - $12,000 >$12,000 - $15,000 >$15,000 - $20,000 >$20,000 - $24,000 >$24,000 - $50,000 >$50,000 |
0.600% 0.590% 0.575% 0.555% 0.530% 0.505% 0.490% 0.481% 0.469% 0.459% 0.449% 0.433% 0.414% 0.393% |
|||
Columbia VP Strategic Income Fund | May 1, 2016 | |||||
Columbia U.S. Treasury Index Fund (2) | September 1, 2015 | All | 0.400% | |||
Columbia Value and Restructuring Fund | July 1, 2015 |
$0 - $500 >$500 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 - $12,000 >$12,000 |
0.750% 0.740% 0.670% 0.620% 0.600% 0.580% 0.570% |
|||
Columbia VP Asset Allocation Fund | May 1, 2016 |
Category 1 Assets invested in securities, (other than third-party advised mutual funds and funds that pay a management fee (or advisory fee, as applicable) to the Investment Manager) including other funds advised by the Investment Manager that do not pay a management fee, exchange-traded funds, derivatives and individual securities. |
0.570% |
B-6
Schedules A and B Management Agreement CFST I and CFVIT
Fund |
Schedule B Effective Date |
Net Assets (millions) |
Annual rate at each asset level Asset Charge |
|||
Category 2 Assets invested in non-exchange traded third-party advised mutual funds |
0.120% | |||||
Category 3 Assets invested in underlying funds that pay a management fee (or advisory fee, as applicable) to the Investment Manager. |
0.020% | |||||
Columbia VP Diversified Absolute Return Fund* | May 1, 2016 |
$0 - $500 $500 - $1,000 $1,000 - $3,000 $3,000 - $6,000 $6,000 - $12,000 > $12,000 |
1.100% 1.050% 1.020% 0.990% 0.960% 0.950% |
|||
Columbia VP Managed Volatility Conservative Fund Columbia VP Managed Volatility Conservative Growth Fund Columbia VP Managed Volatility Growth Fund |
May 1, 2016 |
Category 1 Assets invested in affiliated underlying funds (including ETFs and closed-end funds) that pay a management fee (or advisory fee, as applicable) to the Investment Manager |
0.02% | |||
Category 2 Assets invested in securities (other than affiliated underlying funds (including ETFs and closed end funds) that pay a management fee (or advisory fee, as applicable) to the Investment Manager), including other funds advised by the Investment Manager that do not pay a management fee, third party funds, derivatives and individual securities $0 - $500 >$500 - $1,000 >$1,000 - $1,500 >$1,500 - $3,000 >$3,000 - $6,000 >$6,000 - $12,000 >$12,000 |
0.720% 0.670% 0.620% 0.570% 0.550% 0.530% 0.520% |
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VP Lazard International Equity Advantage Fund | May 1, 2016 |
$0 - $500 $500 - $1,000 $1,000 - $1,500 $1,500 - $3,000 $3,000 - $6,000 $6,000 - $12,000 >$12,000 |
0.870% 0.820% 0.770% 0.720% 0.700% 0.680% 0.670% |
B-7
Schedules A and B Management Agreement CFST I and CFVIT
* | When calculating asset levels for purposes of determining fee breakpoints, asset levels are based on net assets of the Fund, including assets invested in any wholly-owned subsidiary advised by the Investment Manager (Subsidiaries). Fees payable by the Fund under this agreement shall be reduced by any management fees paid to the Investment Manager by any Subsidiaries under separate management agreements with the Subsidiaries. |
(1) | Fee is a unitary fee, as contemplated by Section 3(b) of this Agreement, pursuant to which the Investment Manager pays all operating costs and expenses of CMG Ultra Short Term Bond Fund (other than independent trustees fees and expenses, including their legal counsel, auditing expenses, interest incurred on borrowing by the Fund, if any, portfolio transaction expenses, taxes and extraordinary expenses), including accounting expenses (other than audit fees), legal fees for the Fund, transfer agent fees, custodian fees, governmental fees, cost of stock certificates and any other expenses (including clerical expenses) of issue, sale, repurchase, or redemption of shares, expenses of registering or qualifying shares for sale, transfer taxes, and all expenses of preparing the Funds registration statement and prospectus, and the cost of printing and delivering to shareholders prospectuses and reports, all executive salaries and executive expenses, office rent of the Fund, ordinary office expenses (other than the expense of clerical services relating to the administration of the Fund) and for any other expenses that, if otherwise borne by the Fund, would cause the Fund to be deemed to be acting as a distributor of securities of which it is the issuer, other than through an underwriter pursuant to Rule 12b-1 under the Act. |
(2) | The Investment Manager has agreed to pay all operating expenses of the Fund with the exception of brokerage fees and commissions, taxes, interest, fees and expenses of Trustees who are not officers, directors or employees of the Investment Manager or its affiliates, distribution (12b-1) and/or shareholder servicing fees, and any extraordinary non-recurring expenses that may arise, including but not limited to, litigation expenses. |
The computation shall be made for each calendar day on the basis of net assets as of the close of the preceding day. In the case of the suspension of the computation of net asset value, the fee for each calendar day during such suspension shall be computed as of the close of business on the last full day on which the net assets were computed. Net assets as of the close of a full day shall include all transactions in shares of the Fund recorded on the books of the Fund for that day.
B-8
Schedules A and B Management Agreement CFST I and CFVIT
IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of April 25, 2017.
COLUMBIA FUNDS SERIES TRUST I | ||
COLUMBIA FUNDS VARIABLE INSURANCE TRUST |
By: |
/s/ Christopher O. Petersen |
|
Name: Christopher O. Petersen | ||
Title: President |
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC |
By: |
/s/ Amy K. Johnson |
|
Name: Amy K. Johnson | ||
Title: Head of Operations |
B-9
AMENDMENT NO. 1
TO THE SUBADVISORY AGREEMENT
This Amendment No. 1 (the Amendment), made and entered into as of May 1, 2017, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (Investment Manager) and BMO Asset Management Corp, a Delaware corporation (Subadviser), dated October 20, 2015 (the Agreement).
WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to an additional mutual fund, Variable Portfolio Partners Small Cap Growth 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 May 1, 2017, Variable Portfolio Partners Small Cap Growth 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 Fund(s), and shall mean those Fund(s) 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 (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. |
3. | 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.
4. | The following shall be, and is hereby added as Section 21 to the Agreement: No Third-Party Beneficiaries . The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded. |
5. | 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:
BMO Asset Management Corp.
c/o Patti Stuettgen
111 East Kilbourn Avenue
MC-6
Milwaukee, WI 53202
Phone: (414) 287-8730
Fax: (414) 212-9714
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
6. | 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. |
7. | 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 Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 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 | BMO Asset Management Corp. | |||||
By: |
/s/ David Weiss |
By: |
/s/ Phillip Enochs |
|||
Signature | Signature | |||||
Name: |
David Weiss |
Name: |
Phillip Enochs |
|||
Printed | Printed | |||||
Title: | Vice President and Assistant Secretary | Title: | Head of GAM U.S. |
AMENDMENT NO. 1
TO THE SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED DATA]
TA Agreement CFST I
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
This agreement (the Agreement) is made as of March 1, 2016, by and between the trust acting on behalf of its series all as listed on Schedule A hereto (as the same may from time to time be amended to add or delete one or more series of such trusts) (each such trust being hereinafter referred to as a Trust and each series of a Trust, if any, being hereinafter referred to as a Fund with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the Fund is a reference to that Trust), and Columbia Management Investment Services Corp., a Minnesota corporation (CMISC) and amends and restates the Transfer and Dividend Disbursing Agent Agreement dated September 7, 2010, by and between the Trust on behalf of each Fund and CMISC.
WHEREAS, each Trust is a registered investment company and desires that CMISC perform certain services for the Funds; and
WHEREAS, CMISC is willing to perform such services upon the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:
1. Appointment . Each Trust hereby appoints CMISC to act as Transfer Agent and Dividend Disbursing Agent for the Funds, and CMISC accepts such appointments and will perform the respective duties and functions of such appointments, and also agrees to act as agent for the Funds shareholders in connection with the shareholder plans and services described in paragraphs 12 and 13, below, in the manner hereinafter set forth.
2. Compensation . Each Trust shall pay to CMISC, or to such person(s) as CMISC may from time to time instruct, for services rendered and costs incurred in connection with the performance of duties hereunder, such compensation and reimbursement as may from time to time be approved by the Board of Trustees/Directors (the Board) of the Trust.
Schedule B hereto sets forth the compensation and reimbursement arrangements to be effective as of the date of this Agreement, and the treatment of all interest earned with respect to balances in the accounts maintained by CMISC referred to in paragraphs 5, 9 and 10 of this Agreement, net of any charges imposed by the bank(s) at which CMISC maintains such accounts.
3. Copies of Documents . Each Trust will furnish CMISC with copies of the following documents: the Declaration of Trust of the Trust and all amendments thereto; and the Trusts registration statement (the Registration Statement) as in effect on the date hereof under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and all amendments or supplements thereto hereafter filed. The prospectus(es) and statement(s) of additional information contained in each such Registration Statement, as from time to time amended and supplemented, together are herein collectively referred to as the Prospectus.
4. Lost or Destroyed Certificates . In case of the alleged loss or destruction of any shareholder certificate, no new certificate shall be issued in lieu thereof. CMISC shall cancel such lost or destroyed certificate, and, provided that the purported holder of such lost or destroyed certificate furnishes to CMISC an affidavit of loss of the shares represented by such lost or destroyed certificate in a form satisfactory to CMISC, supported by an appropriate bond satisfactory to CMISC and the Trust and issued by a surety company satisfactory to CMISC, CMISC shall reflect the ownership by such holder of the shares represented by such lost or destroyed certificate in its book entry system.
5. Receipt of Funds for Investment . CMISC will maintain one or more accounts with its cash management bank into which it will deposit funds payable to CMISC as agent for, or otherwise identified as being for the account of, each Fund or its principal underwriter (the Distributor), prior to crediting such funds to the respective accounts of the Fund and the Distributor. Thereafter, CMISC will determine the amount of any such funds due a Fund (equal to the number of Fund shares sold by the Fund computed pursuant to paragraph 6 hereof, multiplied by the net asset value of a Fund share (calculated as described in the Prospectus) next determined after receipt of such purchase order) and due the Distributor (equal to the sales charge applicable to such sale computed pursuant to paragraph 8 hereof), respectively, deposit the portion due the Distributor in an account as may from time to time be designated by the Distributor, deposit the net amount due the Fund in the Funds account with its custodian (the Custodian), notify the Distributor (such notification to the Distributor to include the amount of such sales charge to be remitted by the Distributor to any dealer participating in the sale, computed pursuant to paragraph 8 hereof) and the Fund, respectively, of such deposits, such notification to be given as soon as practicable on the next business day stating the total amount deposited to said accounts during the previous business day. Such notification shall be in writing.
6. Shareholder Accounts . Upon receipt of any funds referred to in paragraph 5 hereof, CMISC will compute the number of shares purchased by the shareholder according to the net asset value of Fund shares next determined after such receipt less any applicable sales charge, calculated pursuant to paragraph 8 hereof; and
(a) in the case of a new shareholder, open and maintain an open account for such shareholder in the name or names set forth in the subscription application form;
(b) send to the shareholder a confirmation indicating the amount of full and fractional shares purchased (in the case of fractional shares, rounded to three decimal places) and the price per share; and
(c) in the case of a request to establish an accumulation plan, withdrawal plan, group plan or other plan or program being offered by the Funds Prospectus, open and maintain such plan or program for the shareholder in accordance with the terms thereof;
all subject to any reasonable instructions which the Distributor or a Trust may give to CMISC with respect to rejection of orders for shares and in accordance with the Prospectus.
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7. Unpaid Checks . In the event that any check or other order for payment of money on the account of any shareholder or new investor is returned for any reason, CMISC will take such steps, including imposition of a reasonable processing or handling fee on such shareholder or investor, as CMISC may, in CMISCs discretion, deem appropriate, or as a Trust or the Distributor may instruct CMISC.
8. Sales Charge . In computing the number of shares to credit to the account of a shareholder pursuant to paragraph 6 hereof, CMISC will calculate applicable sales charges, commissions or other amounts, if any, with respect to each purchase as set forth in the Prospectus and in accordance with any notification filed with respect to combined and accumulated purchases. CMISC will also determine the portion of each sales charge, commission or other amount, if any, payable by the Distributor to the dealer participating in the sale in accordance with such schedules as are from time to time delivered by the Distributor to CMISC.
9. Dividends and Distributions . Each Trust will promptly notify CMISC of the declaration of any dividend or distribution with respect to shares of Funds of such Trust, the amount of such dividend or distribution, the date each such dividend or distribution shall be paid, and the record date for determination of shareholders entitled to receive such dividend or distribution. As Dividend Disbursing Agent, CMISC will, on or before the payment date of any such dividend or distribution, notify the Custodian of the estimated amount of cash required to pay such dividend or distribution, and each Trust agrees that on or before the mailing date of such dividend or distribution it will instruct the Custodian to make available to CMISC sufficient funds therefor in a dividend and distribution account maintained by CMISC with the Custodian. As Dividend Disbursing Agent, CMISC will prepare and distribute to shareholders any funds to which they are entitled by reason of any dividend or distribution and, in the case of shareholders entitled to receive additional shares by reason of any such dividend or distribution, CMISC will make or cause to be recorded appropriate credits to their accounts and prepare and mail to shareholders a confirmation statement. CMISC will replace lost or stolen checks issued to a shareholder upon receipt of proper notification and will maintain any stop payment order against the lost or stolen checks, subject to the imposition of a reasonable processing or handling fee on such shareholder, as CMISC may, in CMISCs discretion, deem appropriate, or as each Trust or the Distributor may instruct CMISC.
10. Repurchase and Redemptions . CMISC will receive and stamp with the date of receipt all requests delivered to CMISC for repurchase or redemption of shares and CMISC will process such repurchases as agent for the Distributor and such redemptions as agent for each Trust as follows, all in accordance with the terms and procedures set forth in the Funds Prospectus:
(a) If such request complies with standards for repurchase or redemption approved from time to time by the Trust, CMISC will, on or prior to the seventh calendar day succeeding the receipt of any such request for repurchase or redemption in good order, deposit any contingent deferred sales charge (CDSC) due the Distributor in its account with such bank as may from time to time be designated by the Distributor and pay to the shareholder from funds deposited by the Trust from time to time in a repurchase and redemption account maintained by CMISC with its cash management bank, the appropriate repurchase or redemption price, as the case may be, as set forth in the Prospectus;
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(b) If such request does not comply with said standards for repurchase or redemption as approved by the Trust, CMISC will promptly notify the shareholder of such fact, together with the reason therefor, and shall effect such repurchase or redemption at the price in effect at the time of receipt of documents complying with said standards, or, in the case of a repurchase, at such other time as the Distributor, as agent for the Trust, shall so direct; and
(c) CMISC shall notify the Trust and the Distributor as soon as practicable on each business day of the total number of Fund shares covered by requests for repurchase or redemption that were received by CMISC in proper form on the previous business day, and shall notify the Distributor of deposits to its account with respect to any CDSC, each such notification to be confirmed in writing.
11. Exchanges and Transfers . Upon receipt by CMISC of a request to exchange Fund shares held in a shareholders account for shares of another Fund, CMISC will verify that the exchange request is made by authorized means and that the requested exchange is in accordance with the Trusts applicable policies and will process a redemption and corresponding purchase of shares in accordance with each Trusts redemption and purchase policies and in accordance with the redemption and purchase provisions of this Agreement. Upon receipt by CMISC of a request to transfer Fund shares accompanied by such endorsements, instruments of assignment or evidence of succession as CMISC may require and further accompanied by payment of any applicable transfer taxes, and satisfaction of any conditions contained in the Trusts Declaration of Trust, By-Laws, and Prospectus, CMISC will record the transfer of ownership of such shares in the appropriate records and will process the transfer in accordance with the Trusts transfer policies and will open an account for the transferee, if a new shareholder, in accordance with the provisions of this Agreement.
12. Systematic Withdrawal Plans . CMISC will administer systematic withdrawal plans pursuant to the provisions of withdrawal orders duly executed by shareholders and the relevant Funds Prospectus. Payments upon such withdrawal orders shall be made by CMISC from the appropriate account maintained by the Trust with the Custodian. Prior to each payment date, CMISC will withdraw from a shareholders account and present for repurchase or redemption as many shares as shall be sufficient to make such withdrawal payment pursuant to the provisions of the shareholders withdrawal plan and the relevant Funds Prospectus.
13. Letters of Intent and Other Plans . CMISC will process such letters of intent for investing in Fund shares as are provided for in the Prospectus, and CMISC will act as escrow agent pursuant to the terms of such letters of intent duly executed by shareholders. CMISC will make appropriate deposits to the account of the Distributor for the adjustment of sales charges as therein provided and will concurrently report the same to the Distributor, it being understood, however, that computations of any adjustment of sales charges shall be the responsibility of the Distributor or the Trust. CMISC will process such accumulation plans, group programs and other plans or programs for investing in shares as are provided for in the Prospectus. In connection with any such plan or program, and with systematic withdrawal plans described in paragraph 12 hereof, CMISC will act as plan agent for shareholders and in so acting shall not be the agent of the Trust.
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14. Tax Forms and Reports . CMISC will prepare, file with the Internal Revenue Service and with any other foreign, federal, state or local governmental agency which may require such filing, and, if required, mail to shareholders such forms and reports for reporting dividends and distributions paid by the Funds as are required to be so prepared, filed and mailed by applicable laws, rules and regulations, and CMISC will withhold from distributions to shareholders such sums as are required to be withheld under applicable foreign, federal and state income tax laws, rules and regulations.
15. Record Keeping . CMISC will maintain records, which at all times will be the property of each respective Trust and available for inspection by the Trust and Distributor, showing for each shareholders account the following:
(a) Name, address and United States taxpayer identification or Social Security number, if provided (or amounts withheld with respect to dividends and distributions on shares if a taxpayer identification or Social Security number if not provided);
(b) Number of shares held and number of shares for which certificates have been issued;
(c) Historical information regarding the account of each shareholder, including dividends and distributions paid, if any, and the date and price for all transactions on a shareholders account;
(d) Any stop or restraining order placed against a shareholders account;
(e) Information with respect to withholdings of taxes on dividends paid to foreign accounts; and
(f) Any instruction as to letters of intent, record address, and any correspondence or instructions or privileges (such as a telephone exchange privilege), relating to the maintenance of a shareholders account.
In addition, CMISC will keep and maintain on behalf of each respective Trust all records which the Trust or CMISC is required to keep and maintain pursuant to any applicable statute, rule or regulation, including without limitation, Rules 17Ad-6 and 17Ad-7 under the Securities Exchange Act of 1934, and Rule 31(a)-1 under the Investment Company Act of 1940, relating to the maintenance of records in connection with the services to be provided hereunder.
16. Other Information Furnished . CMISC will furnish to each Trust and the Distributor or to third parties at their direction, such as the Trusts Blue Sky service provider, such other information, including shareholder lists and statistical information as may be agreed upon from time to time between CMISC and the Trust. CMISC shall notify a Trust of any request or demand to inspect the share records books of the Trust and will act upon the instructions of the Trust as to permitting or refusing such inspection. CMISC will also provide reports pertaining to the services provided under this Agreement as the Trust or its Board may reasonably request.
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17. Shareholder Inquiries . CMISC will respond promptly to written correspondence from shareholders, registered representatives of broker-dealers engaged in selling Fund shares, the Trust and the Distributor relating to its duties hereunder, and such other correspondence or communications as may from time to time be mutually agreed upon between CMISC and each Trust. CMISC also will respond promptly to telephone inquiries from shareholders with respect to existing accounts.
18. Communications to Shareholders and Meetings . CMISC will determine all shareholders entitled to receive, and will address and mail, all communications by a Trust to its shareholders, including annual and semi-annual reports to shareholders, proxy material for meetings of shareholders, dividend notifications, and other periodic communications to shareholders. CMISC will receive, examine and tabulate returned and completed proxy cards for meetings of shareholders and certify the vote to the Trust.
19. Other Services . If and as requested by the Trust (and as mutually agreed upon by the parties as to any reasonable out-of-pocket expenses), CMISC shall provide any additional related services, including but not limited to services pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses, and U.S. Treasury Office of Foreign Assets Control and all matters relating to the foregoing.
20. Insurance . CMISC will maintain adequate insurance coverage with respect to the services provided under this Agreement, and will not allow such insurance coverage to lapse, without the prior written consent of each Trust.
21. Service Levels . CMISC agrees to report to the Board of each Trust on the nature and quality of the services it provides to the Funds under this Agreement, as may be requested by the Board from time to time.
22. Duty of Care and Indemnification . CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof.
CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trusts expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC.
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Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISCs bad faith or negligence.
In any case in which a Trust may be asked to indemnify or hold harmless CMISC, CMISC shall advise the Trust of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification.
23. Employees . CMISC is responsible for the employment, control and conduct of its agents and employees and for injury or harm to such agents or employees or to others caused by such agents or employees. CMISC assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.
24. AML/CIP . CMISC agrees to use its best efforts to provide anti-money laundering services to each Trust and to operate the Trusts customer identification program, in each case in accordance with the written procedures developed by CMISC and adopted or approved by the Board of the Trust and with applicable law and regulation. CMISC further agrees to cooperate with any request from examiners or other personnel of U.S. Government agencies having jurisdiction over the Trust for information and records relating to the anti-money laundering procedures or services and consents to inspection by such examiners or other personnel for this purpose.
25. Termination . This Agreement shall continue indefinitely until terminated (with respect to any Trust) by not less than sixty (60) days written notice given by the Trust to CMISC or by six (6) months written notice given by CMISC to the Trust. Upon termination hereof, the relevant Trust shall pay such compensation as may be due to CMISC as of the date of such termination.
26. Successors . In the event that in connection with termination of this Agreement a successor to any of CMISCs duties or responsibilities hereunder is designated by a Trust by written notice to CMISC, CMISC shall promptly, at the expense of the Trust, transfer to such successor a certified list of the shareholders of the Funds (with name, address and taxpayer identification or Social Security number), the historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence and other data established or maintained by CMISC under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which CMISC has maintained the same, the Trust shall pay any expenses associated with transferring the same to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from CMISCs personnel in the establishment of books, records and other data by such successor. CMISC shall be entitled to reasonable compensation and reimbursement of its out-of-pocket expenses in
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respect of assistance provided in accordance with the preceding sentence, unless such termination resulted from a material breach of this Agreement by CMISC or was caused by CMISC. Also, in the event of the termination of this Agreement, to the extent permitted by the agreements or licenses described below, CMISC shall, if requested by the officers on behalf of the Board of the Trust, use reasonable efforts to assign to the Trust, or its designee, such portion of its rights under any existing agreements to which it is a party and pursuant to which it has a right to have access to data processing capability in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection therewith as is applicable to the Trust, and in connection with such assignment shall grant to the assignee an irrevocable right and license or sublicenses, on a non-exclusive basis, to use any software used in connection therewith and, on an exclusive basis, any proprietary rights or interest which it has under such agreements or licenses.
27. Use of Affiliated Companies and Subcontractors . In connection with the services to be provided by CMISC under this Agreement, CMISC may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations and upon receipt of approval of the Board of a Trust, make use of (i) its affiliated companies and their directors, trustees, officers and employees and (ii) subcontractors selected by it, with the understanding that there shall be no diminution in the quality or level of services provided to the Trust, and provided that CMISC shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided in this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by CMISC or such parties, except to the extent specifically provided otherwise in this Agreement.
28. Confidentiality . CMISC agrees on behalf of itself and its employees to treat confidentially and as proprietary information of each Trust all records and other information relative to the Trust and its prior, present or potential shareholders and not to use such records and information for any purpose other than performance of its responsibilities and duties under this Agreement, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where CMISC may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or when so requested by the Trust. Furthermore, CMISC will implement procedures reasonably designed to safeguard information in accordance with the Funds privacy policy as adopted by the Board and with applicable laws and regulations.
29. Compliance . CMISC agrees to comply with all applicable federal, state and local laws and regulations, codes, orders, self-regulatory organization guidelines or regulations, and government rules in the performance of its duties under this Agreement. CMISC agrees to provide each Trust with such certifications, reports and other information, and reasonable access to appropriate personnel and facilities, as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, applicable laws, rules and regulations. CMISC will implement, test and maintain comprehensive business continuity plans and procedures as appropriate to provide uninterrupted services to the Trust pursuant to this Agreement. Notwithstanding anything else in this Agreement, CMISC will perform all services covered by the Agreement in a manner so as to conform with the procedures and arrangements described in the Funds Prospectus.
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30. Market Timing . CMISC will assist other service providers of the Trust as necessary in the implementation of the Trusts market timing policy adopted by the Board, as set forth in the Funds Prospectus. Furthermore, to the extent applicable, CMISC will carry out its obligations set forth in the Funds Compliance Program concerning the implementation and administration of policies and procedures relating to Rule 22c-2 under the 1940 Act.
31. No Third-Party Beneficiaries . For the avoidance of doubt, and without in any way indicating or implying that there are any third-party beneficiaries to the Agreement or any other agreement to which Trust or any series thereof is a party, no person other than each Trust and CMISC shall be deemed to be a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no 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 person other than each Trust and CMISC (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against a Trust or CMISC, or (ii) create or give rise to any duty or obligation on the part of CMISC or a Trust (including without limitation any fiduciary or other duty) to any person.
32. Miscellaneous. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. Each Trust and CMISC hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between any Trust and CMISC arising out of this Agreement shall be brought exclusively in the state or federal courts in the Commonwealth of Massachusetts. Each Trust and CMISC hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which any such party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.
The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be amended or modified only by a written document signed by both parties hereto. All provisions regarding indemnification, liability, and limits thereon, and confidentiality shall survive the termination of this Agreement. This Agreement, including the attached Schedules, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and incorporates, merges and supersedes any and all prior understandings and communications, whether written or oral, with respect to such subject matter.
-9-
A copy of the Agreement and Declaration of Trust of the Trusts that are organized as Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts, and CMISC acknowledges that this Agreement is executed on behalf of each Trust by an officer thereof in his or her capacity as an officer thereof and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trusts individually, but are binding solely upon the assets and property of the Trusts. CMISC further acknowledges that the assets and liabilities of each Fund that is a series of a Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust are binding solely upon the assets or property of such Fund. CMISC also agrees that obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.
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TA Agreement CFST I
IN WITNESS WHEREOF, the parties hereto have caused the forgoing Agreement to be duly executed as of March 1, 2016.
COLUMBIA FUNDS SERIES TRUST I, | ||
on behalf of their respective series listed on Schedule A | ||
By: |
/s/ Christopher O. Petersen |
|
Name: Christopher O. Petersen | ||
Title: President | ||
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP. | ||
By: |
/s/ Lyn Kephart-Strong |
|
Name: Lyn Kephart-Strong President |
Fee Waiver CFST I & CFVIT
S CHEDULE A
List of Registrants and Funds
As of May 1, 2017
Registrant
FUNDS
Columbia Funds Series Trust I
Columbia Adaptive Risk Allocation Fund 1
Columbia Alternative Beta Fund 1
Columbia AMT-Free Connecticut Intermediate Muni Bond Fund 1
Columbia AMT-Free Intermediate Muni Bond Fund 1
Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund 1
Columbia AMT-Free New York Intermediate Muni Bond Fund 1
Columbia AMT-Free Oregon Intermediate Muni Bond Fund 1
CMG Ultra Short Term Bond Fund 1
Columbia Balanced Fund 1
Columbia Bond Fund 1
Columbia California Tax-Exempt Fund 1
Columbia Contrarian Core Fund 1
Columbia Corporate Income Fund 1
Columbia Disciplined Small Core Fund 1
Columbia Diversified Absolute Return Fund 2
Columbia Diversified Real Return Fund 1
Columbia Dividend Income Fund 1
Columbia Emerging Markets Fund 1
Columbia Global Dividend Opportunity Fund 1
Columbia Global Energy and Natural Resources Fund 1
Columbia Global Technology Growth Fund 1
Columbia Greater China Fund 1
Columbia High Yield Municipal Fund 1
Columbia Large Cap Growth Fund 1
Columbia Mid Cap Growth Fund 1
Columbia Multi-Asset Income Fund 2
Columbia New York Tax-Exempt Fund 1
Columbia Pacific/Asia Fund 1
Columbia Real Estate Equity Fund 1
Columbia Select Large Cap Growth Fund 1
Columbia Small Cap Growth Fund I 1
Columbia Small Cap Value Fund I 1
Columbia Strategic Income Fund 1
Columbia Tax-Exempt Fund 1
Columbia Total Return Bond Fund 1
Columbia U.S. Social Bond Fund 1
Columbia U.S. Treasury Index Fund 1
Multi-Manager Alternative Strategies Fund 1
Multi-Manager Directional Alternatives Strategies Fund 1
Multi-Manager Growth Strategies Fund 1
Multi-Manager Small Cap Equity Strategies Fund 1
Multi-Manager Total Return Bond Strategies Fund 1
Columbia Funds Variable Insurance Trust
Columbia Variable Portfolio Asset Allocation Fund 3
Columbia Variable Portfolio Contrarian Core Fund 1
Columbia Variable Portfolio Diversified Absolute Return Fund 2
Columbia Variable Portfolio Long Government/Credit Bond Fund 1
Columbia Variable Portfolio Managed Volatility Conservative Fund 2
Columbia Variable Portfolio Managed Volatility Conservative Growth Fund 2
Columbia Variable Portfolio Managed Volatility Growth Fund 2
Fee Waiver CFST I & CFVIT
Columbia Variable Portfolio Select Large Cap Growth Fund 1
Columbia Variable Portfolio Small Cap Value Fund 1
Columbia Variable Portfolio Small Company Growth Fund 1
Columbia Variable Portfolio Strategic Income Fund 1
Columbia Variable Portfolio U.S. Flexible Conservative Growth Fund 2
Columbia Variable Portfolio U.S. Flexible Growth Fund 2
Columbia Variable Portfolio U.S. Flexible Moderate Growth Fund 2
Variable Portfolio AQR Managed Futures Strategy Fund 1
Variable Portfolio Lazard International Equity Advantage Fund 1
1 | The following fees and expenses are excluded from the Funds operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Funds Board. |
2 | The following fees and expenses are excluded from the Funds operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, and infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Funds Board. |
3 | The following fees and expenses are excluded from the Funds operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: management service fee, taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Funds Board. |
Fee Waiver CFST I & CFVIT
IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of April 25, 2017.
COLUMBIA FUNDS SERIES TRUST I | ||
COLUMBIA FUNDS VARIABLE INSURANCE TRUST | ||
Each for itself and on behalf of its respective series listed on this Schedule A | ||
By: |
/s/ Christopher O. Petersen |
|
Name: | Christopher O. Petersen | |
Title: | President | |
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | ||
By: |
/s/ Amy K. Johnson |
|
Name: | Amy K. Johnson | |
Title: | Head of Operations | |
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. | ||
By: |
/s/ Jeffrey F. Peters |
|
Name: | Jeffrey F. Peters | |
Title: | Managing Director and Head of Global Institutional Distribution | |
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP. | ||
By: |
/s/ Lyn Kephart-Strong |
|
Name: | Lyn Kephart-Strong | |
Title: | President |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 17, 2017, relating to the financial statements and financial highlights, which appear in the December 31, 2016 Annual Report to Shareholders of Columbia Real Estate Equity Fund (one of the funds constituting Columbia Funds Series Trust I), which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights, Independent Registered Public Accounting Firm and Organization and Management of Wholly-Owned Subsidiaries in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
April 25, 2017
Code of Ethics
May 20, 2016
Dalton, Greiner, Hartman, Maher & Co., LLC
Main office: 565 Fifth Avenue Suite 2101 New York, NY 10017 (212) 557-2445
www.dghm.com |
Back office: 3001 Tamiami Trail North Suite 206 Naples, FL 34103 (239) 261-3555 |
5/20/2016 to Current
Table of Contents
1 |
- Statement of General Policy |
3 | ||||
2 |
- Access Persons |
4 | ||||
3 |
- Chief Compliance Officers Designee |
5 | ||||
4 |
- Standards of Business Conduct |
6 | ||||
5 |
- Protecting the Confidentiality of Client Information |
7 | ||||
6 |
- Social Media |
9 | ||||
7 |
- Prohibition Against Insider Trading |
10 | ||||
8 |
- Custodial Account Reporting |
12 | ||||
9 |
- Personal Securities Transactions |
13 | ||||
10 |
- Preclearance |
14 | ||||
11 |
- Blackout Periods |
15 | ||||
12 |
- Compliance Procedures for Personal Trading |
16 | ||||
13 |
- Personal Securities Trading Limitations |
18 | ||||
14 |
- Pre-Approval Process for Affiliated Private Fund Investments |
19 | ||||
15 |
- Service as an Officer or Director |
20 | ||||
16 |
- Interested Transactions |
21 | ||||
17 |
- Rumor Mongering |
22 | ||||
18 |
- Gifts and Entertainment |
24 | ||||
19 |
- Political Contributions |
25 | ||||
20 |
- Covered Associates |
27 | ||||
21 |
- Fraternization |
28 | ||||
22 |
- Records |
29 | ||||
23 |
- Fair Dealing |
30 | ||||
24 |
- Whistleblower Policy |
31 | ||||
25 |
- Reporting Violations and Sanctions |
32 | ||||
26 |
- Acknowledgement |
33 | ||||
27 |
- Definitions |
34 |
2
5/20/2016 to Current
Statement of General Policy
This Code of Ethics (Code) has been adopted by Dalton, Greiner, Hartman, Maher & Co., LLC (DGHM) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (Advisers Act).
This Code establishes rules of conduct for all employees of DGHM and is designed to, among other things; govern personal securities trading activities in the accounts of employees, their immediate family/household accounts and accounts in which an employee has a beneficial interest. The Code is based upon the principle that DGHM and its employees owe a fiduciary duty to DGHMs clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the Firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.
The Code is designed to ensure that the high ethical standards long maintained by DGHM continue to be applied. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The excellent name and reputation of our Firm continues to be a direct reflection of the conduct of each employee.
Pursuant to Section 206 of the Advisers Act, both DGHM and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that DGHM has an affirmative duty of utmost good faith to act solely in the best interest of its clients.
DGHM and its employees are subject to the following specific fiduciary obligations when dealing with clients:
| the duty to have a reasonable, independent basis for the investment advice provided; |
| the duty to obtain best execution for a clients transactions where the Firm is in a position to direct |
| brokerage transactions for the client; |
| the duty to ensure that investment advice is suitable to meeting the clients individual objectives, needs and circumstances; and |
| a duty to be loyal to clients. |
In meeting its fiduciary responsibilities to its clients, DGHM expects every employee to demonstrate the highest standards of ethical conduct for continued employment with DGHM. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with DGHM. DGHMs reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of Erika Donalds, the Chief Compliance Officer, for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, up to and including termination of employment with DGHM.
The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of DGHM in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with Erika Donalds. Erika Donalds may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients shall not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.
Recognizing the importance of maintaining the Firms reputation and consistent with our fundamental principles of honesty, integrity and professionalism, the Firm requires that a supervised person advise the Chief Compliance Officer immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or legal proceeding of any kind. To the extent permissible by law and applicable regulations, DGHM shall endeavor to maintain such information on a confidential basis.
Erika Donalds shall periodically report to senior management and the Board of Directors of DGHM to document compliance with this Code.
3
5/20/2016 to Current
Access Persons
For purposes of complying with DGHMs Code of Ethics, generally all supervised persons of the Firm are regarded as access persons and are therefore subject to all applicable personal securities trading procedures and reporting obligations as set forth in this Code.
4
5/20/2016 to Current
Chief Compliance Officers Designee
In accordance with regulatory requirements, each access persons personal trades (including preclearance requests and post-trade monitoring) and associated reports may be reviewed by Erika Donalds and/or such other persons authorized by the CCO as the access persons designated reviewer.
The CCO has identified the following individuals as her designees:
| Dolores Casaletto |
| Bruce Geller |
| Jeffrey Baker |
5
5/20/2016 to Current
Standards of Business Conduct
DGHM places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our Firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct set forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (SEC).
Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all DGHMs supervised persons as defined herein. These procedures cover transactions in a reportable security in which a supervised person has a beneficial interest in or accounts over which the supervised person exercises control as well as transactions by members of the supervised persons immediate family and/or household.
Section 206 of the Advisers Act makes it unlawful for DGHM or its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules hereunder.
6
Protecting the Confidentiality of Client Information
Confidential Client Information
In the course of investment advisory activities of DGHM, the Firm gains access to nonpublic information about its clients. Such information may include a persons status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by DGHM to clients, and data or analyses derived from such non-public personal information (collectively referred to as Confidential Client Information). All Confidential Client Information, whether relating to DGHMs current or former clients, is subject to the Codes policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.
Non-Disclosure Of Confidential Client Information
All information regarding DGHMs clients is confidential. Information may only be disclosed when the disclosure is consistent with the Firms policy and the clients direction. DGHM does not share Confidential Client Information with any third parties, except in the following circumstances:
| as necessary to provide service(s) that the client requested or authorized, or to maintain and service the clients account. DGHM shall require that any financial intermediary, agent or other service provider utilized by DGHM (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by DGHM only for the performance of the specific service requested by DGHM; |
| as required by regulatory authorities or law enforcement officials who have jurisdiction over DGHM, or as otherwise required by any applicable law. In the event DGHM is compelled to disclose Confidential Client Information, the Firm shall provide prompt notice to the clients affected, so that the clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, DGHM shall disclose only such information, and only in such detail, as is legally required; and |
| to the extent reasonably necessary to prevent fraud, unauthorized transactions or liability. |
Employee Responsibilities
All supervised persons are prohibited, either during or after the termination of their employment with DGHM, from disclosing Confidential Client Information to any person or entity outside the Firm, including family members, except under the circumstances described above. A supervised person is permitted to disclose Confidential Client Information only to such other supervised persons who need to have access to such information to deliver the DGHMs services to the client.
Supervised persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with DGHM, must return all such documents to DGHM.
Any supervised person who violates the non-disclosure policy described above shall be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.
Security Of Confidential Personal Information
DGHM enforces the following policies and procedures to protect the security of Confidential Client Information:
| the Firm restricts access to Confidential Client Information to those supervised persons who need to know such information to provide DGHMs services to clients; |
| any supervised person who is authorized to have access to Confidential Client Information in connection with the performance of such persons duties and responsibilities is required to keep such information secure from unauthorized access; |
| all electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons; and |
| any conversations involving Confidential Client Information, if appropriate at all, must be conducted by supervised persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations. |
7
Privacy Policy
As a registered investment adviser, DGHM and all supervised persons, must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the nonpublic personal information of natural person clients. Nonpublic information, under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing products or services. Pursuant to Regulation S-P DGHM has adopted policies and procedures to safeguard the information of natural person clients.
Furthermore and pursuant to the SECs adoption of Regulation S-ID: Identity Theft Red Flag Rules, all financial institutions and creditors (as those terms are defined under the Fair Credit Reporting Act (FCRA)) must develop and implement a written identity theft prevention program designed to detect, prevent, and mitigate identity theft in connection with certain existing accounts or the opening of new accounts (covered accounts). DGHM has conducted an initial assessment of its obligations under Regulation S-ID and to the extent such rules are applicable, has incorporated appropriate policies and procedures in compliance with the Red Flags regulations.
Enforcement and Review of Confidentiality and Privacy Policies
Erika Donalds is responsible for reviewing, maintaining and enforcing DGHMs confidentiality and privacy policies and is also responsible for conducting appropriate employee training to ensure adherence to these policies. Any exception to this policy requires the written approval of Erika Donalds.
8
5/20/2016 to Current
Social Media
Social media and/or methods of publishing opinions or commentary electronically are dynamic methods of mass communication. Social media is an umbrella term that encompasses various activities that integrate technology, social interaction and content creation. Social media may use many technologies, including, but not limited to, blogs, microblogs, wikis, photos and video sharing, podcasts, social networking, and virtual worlds. The terms social media, social media sites, sites, and social networking sites are used interchangeably herein.
The proliferation of such electronic means of communication presents new and ever changing regulatory risks for our Firm. As a registered investment adviser, use of social media by our Firm and/or related persons of the Firm must comply with applicable provisions of the federal securities laws, including, but not limited to the anti-fraud, compliance and record keeping provisions.
For example, business or client related comments or posts made through social media may breach applicable privacy laws or be considered advertising under applicable regulations triggering content restrictions and special disclosure and recordkeeping requirements. Employees should be aware that the use of social media for personal purposes may also have implications for our Firm, particularly where the employee is identified as an officer, employee or representative of the Firm. Accordingly, DGHM seeks to adopt reasonable policies and procedures to safeguard the Firm and our clients.
General Policy
Approved Participation. Employees are required to obtain approval prior to establishing a social networking account and/or participating on a pre-existing social media site for business purposes.
Employee Usage Guidelines, Content Standards and Monitoring
| Unless otherwise prohibited by federal or state laws, DGHM will request or require employees provide Erika Donalds or other designated person with access to such approved social networking accounts. |
| We maintain a database containing approved communications that may be used on social networking sites. |
| Static content posted on social networking sites must be preapproved by Erika Donalds or other designee. |
| Employees are prohibited from: |
| posting any misleading statements; any information about our Firms clients, investment recommendations (including past specific recommendations), investment strategies, products and/or services offered by our Firm; or trading activities; |
| soliciting comments or postings regarding DGHM that could be construed as testimonials; |
| soliciting client recommendations on LinkedIn; employees are prohibited from publicly posting a clients recommendation to their LinkedIn profile; and |
| employees cannot link from a personal blog or social networking site to DGHMs internal or external website. |
Use of Personal Sites
DGHM prohibits employees from creating or maintaining any individual blogs or network pages on behalf of the Firm.
9
5/20/2016 to Current
Prohibition Against Insider Trading
Introduction
Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and DGHM to stringent penalties. Criminal sanctions may include the imposition of a monetary fine and/or imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order censuring, suspending or permanently barring you from the securities industry. Finally, supervised persons and DGHM may be sued by investors seeking to recover damages for insider trading violations.
The rules contained in this Code apply to securities trading and information handling by supervised persons of DGHM and their immediate family members.
The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify Erika Donalds immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.
General Policy
No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by DGHM), while in the possession of material, nonpublic information, nor may any personnel of DGHM communicate material, nonpublic information to others in violation of the law.
1. What is Material Information?
Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a companys securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact- specific inquiry. For this reason, you should direct any questions about whether information is material to Erika Donalds.
Material information often relates to a companys results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Material information also may relate to the market for a companys securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journals Heard on the Street column.
You should also be aware of the SECs position that the term material nonpublic information relates not only to issuers but also to DGHMs securities recommendations and client securities holdings and transactions.
2. What is Nonpublic Information?
Information is public when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through the Internet, a public filing with the SEC or some other government agency, the Dow Jones tape or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.
3. Identifying Inside Information
Before executing any trade for yourself or others, including investment funds or private accounts managed by DGHM (client accounts), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:
10
5/20/2016 to Current
| Report the information and proposed trade immediately to Erika Donalds. |
| Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the Firm. |
| Do not communicate the information inside or outside the Firm, other than to Erika Donalds. After Erika Donalds has reviewed the issue, the Firm shall determine whether the information is material and nonpublic and, if so, what action the Firm will take. |
You should consult with Erika Donalds before taking any action. This high degree of caution will protect you, our clients, and the Firm.
4. Contacts with Public Companies
Contacts with public companies may represent an important part of our research efforts. The Firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of DGHM or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a companys Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, DGHM must make a judgment as to its further conduct. To protect yourself, our clients and the Firm, you should contact Erika Donalds immediately if you believe that you may have received material, nonpublic information.
5. Tender Offers
Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target companys securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and tipping while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised persons of DGHM and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.
6. Restricted/Watch Lists
Although DGHM does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.
Erika Donalds may place certain securities on a restricted list. Securities issued by companies about which a number of supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list.
Erika Donalds may place certain securities on a watch list. Securities issued by companies about which a limited number of supervised persons possess material, nonpublic information should generally be placed on the watch list.
Supervised persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling such securities during any period they are listed on a restricted list or a watch list.
11
5/20/2016 to Current
Custodial Account Reporting
All access persons are required to notify the Compliance Department prior to or at the time of establishing a new custodial account or the closing of an existing custodial account, providing the following details:
1. | Account Name |
2. | Name of Broker, Dealer or Bank |
3. | Date Established (or) |
4. | Date Closed |
12
5/20/2016 to Current
Personal Securities Transactions
General Policy
DGHM has adopted the following principles governing personal investment activities by DGHMs supervised persons:
| the interests of client accounts shall at all times be placed first; |
| all personal securities transactions shall be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility; and |
| supervised persons must not take inappropriate advantage of their positions. |
The Code of Ethics rule mandates pre-approval of the following types of investments:
Preclearance Required for Participation in IPOs
No supervised person shall acquire any beneficial ownership in any securities in an Initial Public Offering (IPO) for his or her account, as defined herein without the prior written approval of Erika Donalds and/or his or her designee who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the supervised persons activities on behalf of a client) and, if approved, shall be subject to continuous monitoring for possible future conflicts.
Preclearance Required for Private or Limited Offerings
No supervised person shall acquire beneficial ownership of any securities in a limited offering or private placement without the prior written approval of Erika Donalds and/or his or her designee who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the supervised persons activities on behalf of a client) and, if approved, shall be subject to continuous monitoring for possible future conflicts.
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5/20/2016 to Current
Preclearance
DGHM has instituted a policy whereby supervised persons are prohibited from purchasing any reportable securities for a covered account unless preclearance for each such transaction is granted by the CCO or other designee. Any questions whatsoever regarding this policy should be directed to either the CCO or other designee. A supervised person is permitted, without obtaining preclearance, to purchase or sell any exempt (non-reportable) security.
A supervised person may, directly or indirectly, dispose of beneficial ownership of such reportable securities only if such purchase or sale has been approved by the CCO or her designee and the approved transaction is completed within the Firms permissible trade window of 1 day. If, however, the trade is not executed within the trade window, the approval lapses and the request for the proposed transaction must be resubmitted.
Clearance for such transactions must be obtained by completing and signing the Preclearance Form provided for that purpose by Erika Donalds through NRS ComplianceGuardian. Erika Donalds or other designee monitors all transactions by all supervised persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of front- running.
Advance trade clearance in no way waives or absolves any supervised person of the obligation to abide by the provisions, principles and objectives of this Code.
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5/20/2016 to Current
Blackout Periods
Supervised persons are required to adhere to DGHMs policy concerning restricted trading periods that may be in place from time to time. This policy may prohibit supervised persons from engaging in transactions in securities on DGHMs blackout list until the stated blackout period has elapsed.
The blackout period is seven (7) calendar days before and two (2) calendar days after any client trades in the security. For exchange-traded funds (ETFs), the blackout period is two (2) calendar days before and two (2) calendar days after.
No supervised person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial interest within the blackout period unless all of the transactions contemplated by the client in that security have been completed prior to such transaction. If a securities transaction is executed by a client within the blackout period after an access person executed a transaction in the same security, Erika Donalds or other designee shall review the supervised persons and the clients transactions to determine whether the supervised person did not meet his or her fiduciary duties to the client in violation of this Code.
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5/20/2016 to Current
Compliance Procedures for Personal Trading
1. Initial Holdings Report
Every supervised person shall, no later than ten (10) days after the person becomes a supervised person, file an initial holdings report containing the following information:
| the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each reportable security in which the supervised person had any direct or indirect beneficial interest ownership when the individual becomes a supervised person; |
| the account name and the name of any broker, dealer or bank, with whom the supervised person maintained an account in which any securities were held for the direct or indirect benefit of the supervised person; and |
| the date that the report is submitted by the supervised person. |
The information submitted must be current as of a date no more than forty-five (45) days before the person became a supervised person.
2. Annual Holdings Report
Every supervised person shall, by January 31, file an annual holdings report containing the same information required in the initial holdings report as described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.
3. Quarterly Transaction Reports
Every supervised person must, no later than ten (10) days after the end of each calendar quarter, file a quarterly transaction report containing the following information:
With respect to any transaction during the quarter in a reportable security in which the supervised persons had any direct or indirect beneficial ownership:
| the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares and the principal amount of each reportable security; |
| the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
| the price of the reportable security at which the transaction was effected; |
| the name of the broker, dealer or bank with or through whom the transaction was effected; and |
| the date the report is submitted by the supervised person. |
If, however, the access person has arranged for Erika Donalds or other designee to receive brokerage statement information through NRS ComplianceGuardian for all covered accounts, then the access person is only required to file a quarterly attestation.
4. Exempt Transactions
A supervised person need not submit a report with respect to:
| transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control (the access person may be required to submit a Personal Securities Reporting Exemption form for each such account); |
| transactions effected pursuant to an automatic investment plan, e.g., a dividend retirement plan; and |
| a quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that DGHM holds in its records so long as the Firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. |
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5/20/2016 to Current
5. Monitoring and Review of Personal Securities Transactions
Erika Donalds, or such other individual(s) designated in this Code of Ethics, shall monitor and review all reports required under the Code for compliance with DGHMs policies regarding personal securities transactions and applicable SEC rules and regulations. Erika Donalds may also initiate inquiries of supervised persons regarding personal securities trading. Supervised persons are required to cooperate with such inquiries and any monitoring or review procedures employed by DGHM. Any transactions for any accounts of Erika Donalds shall be reviewed and approved by the Chief Compliance Officers designee. Erika Donalds shall at least annually identify all supervised persons who are required to file reports pursuant to the Code and shall inform such supervised persons of their reporting obligations.
6. Education
As appropriate, DGHM will provide employees with periodic training regarding the Firms Code of Ethics and related issues to remind employees of their obligations, and/or in response to amendments and regulatory changes.
7. General Sanction Guidelines
It should be emphasized that all required filings and reports under the Firms Code of Ethics shall be monitored by the CCO or such other individual(s) designated in the Code. The CCO shall receive and review report(s) of violations periodically. Violators may be subject to an initial written notification, while a repeat violator shall receive reprimands including administrative warnings, heightened supervision, suspension or limitations of personal trading privileges, demotions, suspensions, a monetary fine, or dismissal of the person involved.
These are guidelines only, allowing DGHM to apply any appropriate sanction depending upon the circumstances, up to and including dismissal.
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5/20/2016 to Current
Personal Securities Trading Limitations
As previously stated, DGHMs fiduciary duty to clients and the obligation of all Firm employees to uphold that fundamental duty, includes first and foremost the duty at all times to place the interests of clients first. As such, DGHM expects all employees to work diligently in meeting client expectations and fulfilling their job responsibilities.
Although DGHMs policy does not impose strict limitations as to the number of transactions an access person is permitted to execute during a defined timeframe, the scope and volume of personal trading by access persons shall be periodically assessed. The Firm also recognizes that excessive trading may impede the ability of an individual to fulfill his or her primary obligation to our clients. In such circumstances DGHM retains the discretionary authority to impose limitations on the personal trading activities of the access person. Furthermore and as part of DGHMs oversight and monitoring of personal trading by access persons, the Firm may impose heightened supervision and or trading restrictions on an access person if it believes that such actions are warranted.
Any questions concerning this policy should be directed to Erika Donalds or the access persons designated reviewer.
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5/20/2016 to Current
Pre-Approval Process for Affiliated Private Fund Investments
DGHM currently manages one or more private funds. Because DGHM encourages employees to personally invest in the same portfolios and securities that are held by our clients, access persons of the Firm are permitted to invest in such limited offerings.
An access person is required to complete the requisite subscription documents prior to any initial investment in the private fund. Acceptance and approval of the access persons subscription documents shall constitute the Firms requisite preclearance requirements.
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5/20/2016 to Current
Service as an Officer or Director
No supervised person shall serve as an officer or on the board of directors of any publicly or privately traded company without prior authorization by Erika Donalds or a designated supervisory person based upon a determination that any such board service or officer position would be consistent with the interest of DGHMs clients. Where board service or an officer position is approved, DGHM shall implement a Chinese Wall or other appropriate procedure to isolate such person from making decisions relating to the companys securities.
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5/20/2016 to Current
Interested Transactions
No supervised person shall recommend any securities transactions for a client without having disclosed his or her interest, if any, in such securities or the issuer thereof, including without limitation:
| any direct or indirect beneficial ownership of any securities of such issuer; any contemplated transaction by such person in such securities; |
| any position with such issuer or its affiliates; and |
| any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest. |
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5/20/2016 to Current
Rumor Mongering
Spreading false rumors to manipulate the market is illegal under U.S securities laws. Moreover, this type of activity is considered by regulators to be a highly detrimental form of market abuse damaging both investor confidence and companies constituting important components of the financial system. This form of market abuse is vigorously investigated and prosecuted. Although there may be legitimate reasons to discuss rumors under certain circumstances; for example, to attempt to explain observable fluctuations in the market or a particular issuers share price, the dissemination of false information in the market in order to capitalize on the effect of such dissemination for personal or client accounts is unethical and shall not be tolerated. Firms are required to take special care to ensure that personnel neither generate rumors nor pass on rumors to clients or other market participants in an irresponsible manner.
Even where a rumor turns out to be true, among other things, trading on unsubstantiated information also creates a risk that the Firm may trade on inside information which was leaked in violation of the law.
General Policy
It is DGHMs policy that unverified information be communicated responsibly, if at all, and in a manner which will not distort the market. No supervised person of DGHM shall originate a false or misleading rumor in any way, or pass-on an unsubstantiated rumor about a security or its issuer for the purpose of influencing the market price of the security.
Communications issued from DGHM should be professional at all times, avoiding sensational or exaggerated language. Factual statements which could reasonably be expected to impact the market should be carefully verified, if possible, before being issued in accordance with the procedures set forth below. Verification efforts should be documented in writing and maintained in the Firms records.
These guidelines apply equally to written communications, including those issued via Bloomberg, instant messaging, email, chat rooms or included in published research notes, articles or newsletters, as well as to verbal communications. Statements which can reasonably be expected to impact the market include those purporting to contain factual, material or non-public information or information of a price-sensitive nature. The facts and circumstances surrounding the statement will dictate the likelihood of market impact.
For example, times of nervous or volatile markets increase both the opportunity for and the impact of rumors. If a supervised person is uncertain of the likely market impact of the dissemination of particular information, he/she should consult the Chief Compliance Officer or a member of senior management.
What Is a Rumor? In the context of this policy, rumor means either a false or misleading statement which has been deliberately fabricated or a statement or other information purporting to be factual but which is unsubstantiated. A statement is not a rumor if it is clearly an expression of opinion, such as an analysts view of a companys prospects. Rumors often originate from but are not limited to the Internet.
When Is a Rumor Unsubstantiated? In the context of this policy, a rumor is unsubstantiated when it is:
| not published by widely circulated public media, or |
| the source is not identified in writing, and |
| there has been no action or statement by a regulator, court or legal authority lending credence to the rumor, or |
| there has been no acknowledgement or comment on the rumor from an official spokesperson or senior management of the issuer. |
When May a Rumor Be Communicated? Rumors may be discussed legitimately within the confines of the Firm, for example, within an Investment Committee Meeting, when appropriate, for example, to explain or speculate regarding observable market behavior.
A rumor may also be communicated externally, that is, with clients or other market participants such as a broker or other counterparty, only:
| as set forth in these procedures, |
| when a legitimate business purpose exists for discussing the rumor. |
Legitimate Business Purposes for Communicating a Rumor Externally : Legitimate business purposes for discussing rumors outside of the confines of the Firm include:
| when a client is seeking an explanation for erratic share price movement or trading conditions of a security which could be explained by the rumor, or |
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| discussions among market participants seeking to explain market or trading conditions or ones views regarding the validity of a rumor. |
Form in Which Rumor Can Be Communicated Externally : Where a legitimate business purpose exists for discussing a rumor externally, care should be taken to ensure that the rumor is communicated in a manner that:
| provides the origin of the information (where possible); |
| gives it no additional credibility or embellishment; |
| makes clear that the information is a rumor; and |
| makes clear that the information has not been verified. |
Trading : Where a decision to place a trade in a client account is based principally on a rumor, the portfolio manager or trader must obtain the prior approval of a member of senior management.
Reporting and Monitoring : In order to ensure compliance with this policy, DGHM may seek to uncover the creation and/or dissemination of false or misleading rumors by supervised persons for the purpose of influencing the market price of the security through targeted monitoring of communications and/or trading activities. For example, the Chief Compliance Officer may proactively select and review random emails or conduct targeted word searches of emails, or Bloomberg/instant messages. She may also flag trading pattern anomalies or unusual price fluctuations and retrospectively review emails, phone calls, Bloomberg/instant messages, etc., where highly unusual and apparently fortuitous profit or loss avoidance is uncovered.
A supervised person is required to report to the Chief Compliance Officer or a member of senior management when he or she has just cause to suspect that another supervised person of DGHM has deliberately fabricated and disseminated a false or misleading rumor or otherwise communicated an unsubstantiated rumor about a security or its issuer for the purpose of influencing the market price of the security.
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5/20/2016 to Current
Gifts and Entertainment
Giving, receiving or soliciting gifts or entertainment in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. DGHM has adopted the policies set forth below to guide supervised persons in this area.
General Policy
DGHMs policy with respect to gifts and entertainment is as follows:
| giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest; |
| no supervised person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does, or seeks to do, business with or on behalf of DGHM; |
| supervised persons should not accept or provide any gifts, entertainment or favors that might influence the decisions you or the recipient must make in business transactions involving DGHM, or that others might reasonably believe would influence those decisions; |
| modest gifts, entertainment and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible; and |
| where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts or entertainment of even nominal value, the law or rule must be followed. |
Reporting Requirements
| Any supervised person who accepts, directly or indirectly, anything of value from any person or entity that does business with or on behalf of DGHM, including gifts, entertainment or gratuities with a value in excess of 250 US Dollars per year* must obtain consent from Erika Donalds or alternate designee before accepting such gift or entertainment. |
| DGHMs policy prohibits a supervised person seeking to provide or offer any gift to existing clients, prospective clients, or any person or entity that does business with or on behalf of DGHM without obtaining pre-approval from Erika Donalds or alternate designee. |
| These pre-approval and reporting requirements do not apply to bona fide dining or bona fide entertainment if, during such dining or entertainment, you are accompanied by the person or representative of the entity that does business with DGHM. |
| The gift reporting requirements are for the purpose of helping DGHM monitor the activities of its employees. However, the reporting of a gift does not relieve any supervised person from the obligations and policies set forth in this Section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift or entertainment, please consult Erika Donalds. |
*According to the DOLs Enforcement Manual, gifts and entertainment from one individual or entity that have an aggregate annual value of less than $250 ( and that do not violate any plan policy or provision ) are considered insubstantial and are generally not treated as violations of Section 406(b)(3). Advisers are required to report gifts to certain Taft-Hartley plan trustees to the DOL (e.g., payments of $250 or more per year per person must be reported on Form LM-10).
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5/20/2016 to Current
Political Contributions
In July 2010, the SEC adopted the Pay-to-Play Rule which imposes restrictions on political contributions made by investment advisers that seek to manage assets of state and local governments. The rule is intended to prevent undue influence through political contributions and places limits on the amounts of campaign contributions that the investment adviser and/or certain of its employees (covered associates) can give to state and local officials or candidates that have the ability to award advisory contracts to the Firm.
The following summarizes DGHMs Political Contributions policies which are contained in their entirety in the Firms Policies and Procedures Manual. Accordingly, the following terms apply to these policies:
Contribution is defined as is defined as any gift, subscription, loan, advance, or deposit of money, or anything of value made for (i) the purpose of influencing any election for federal, state, or local office; (ii) the payment of debt incurred in connection with any such election; or (iii) transition or inaugural expenses incurred by a successful candidate for state or local office.
Covered associate means (i) any general partner, managing member, executive officer of the Firm, or other individual with a similar status or function; (ii) any employee who solicits a government entity for the adviser and any person who supervises, directly or indirectly, such employee; and (iii) any political action committee (PAC) controlled by the adviser or by any of its covered associates.
The rule contains three major prohibitions: (1) if the adviser or a covered associate makes a contribution to an official of a government entity who is in a position to influence the award of the government entitys business, the adviser is prohibited from receiving compensation for providing advisory services to that government entity for two years thereafter (otherwise known as a timeout period); (2) an adviser and its covered associates are prohibited from engaging in a broad range of fundraising activities for Government Officials or political parties in the localities where the adviser is providing to or seeking business from a Government Client; and (3) limits the ability of an adviser and its covered associates to compensate a third party (such as a placement agent) to solicit advisory business or an investment from a government entity client unless the third party is a registered broker-dealer, registered municipal adviser or registered investment adviser.
Importantly, the Rule specifically includes a blanket prohibition that restricts the adviser and its covered associates from doing anything indirectly which, if done directly would violate the Rule. This reflects the SECs concern about indirect payments and puts advisers on notice about the heightened regulatory focus that such practices will receive.
The Rule includes a de minimis exception applicable to the two-year timeout, that allows an advisers covered associate that is a natural person to contribute: (i) up to $350 to a candidate or an official per election (with primary and general elections counting separately) if the covered associate was entitled to vote for the candidate or official at the time of the contribution; and (ii) up to $150 to a candidate or an official per election (with primary and general elections counting separately) if the covered associate was not entitled to vote for the candidate or official at the time of the contribution.
General Policy
It is DGHMs policy to permit the Firm, and its covered associates, to make political contributions to elected officials, candidates and others, consistent with this policy and regulatory requirements.
DGHM recognizes that it is never appropriate to make or solicit political contributions, or provide gifts or entertainment for the purpose of improperly influencing the actions of public officials. Accordingly, the Firms policy is to restrict certain political contributions made to government officials and candidates of state and state political subdivisions who can influence or have the authority for hiring an investment adviser. Furthermore, DGHMs supervised persons are prohibited from soliciting political contributions from vendors or service providers.
Political Contributions to Candidates and Organizations Recommended by Clients . Making a political contribution to a candidate recommended by a client, particularly if the candidate can be influential in seeing that DGHM obtains or maintains its business with the client, can create a potential conflict of interest and may violate Pay- to-Play principles. DGHM will not make any political contribution to candidates or organizations recommended by clients. Organizing individual employee contributions for purposes of contributing to a candidate recommended by a client is also prohibited.
Because violations of the Rule can potentially result in substantial legal and monetary sanctions for the Firm and/or its related persons, DGHMs practice is to restrict and monitor any political contributions to government officials.
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5/20/2016 to Current
| Erika Donalds, or other designee, shall determine who is deemed to be a covered associate of the Firm,each such person shall be promptly informed of his or her status as a covered associate; |
| Erika Donalds, or other designee, shall obtain appropriate information from new employees (or employees promoted or otherwise transferred into positions) deemed to be covered associates, regarding any political contributions made within the preceding two years (from the date s/he becomes a covered associate); such review may include an online search of the individuals contribution history as part of the Firms general background check; and |
| at least quarterly, Erika Donalds, or other designee, will require covered associates to confirm that such person(s) have reported any and all political contributions. |
Reporting of Political Contributions by Covered Associates
No covered associate shall make a political contribution exceeding the de minimis exception without filing a Political Contribution Report.
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5/20/2016 to Current
Covered Associates
For purposes of complying with DGHMs Political Contributions policies and procedures, generally all supervised persons of the Firm are regarded as covered associates (as that term is defined in the preceding section) and are therefore subject to all applicable procedures and reporting obligations as set forth in this Code.
In addition, and solely for the purpose of complying with DGHMs Political Contributions reporting and preclearance requirements, a covered associates spouse is also considered to be a covered associate of the Firm.
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5/20/2016 to Current
Fraternization
Fraternization occurs when two employees are involved in an intimate or dating relationship.
DGHM respects the privacy of its employees. However, as a result of the public profile of the Firm and the concern that fraternization among employees could result in allegations of sexual harassment, it is DGHMs policy to discourage fraternization between employees and their supervisors and co-workers.
DGHM further believes that, due to its small number of employees, fraternization could lead to allegations of favoritism, adversely affect the morale and professionalism of the work environment, and otherwise disrupt the workplace.
Employees who become involved in an intimate relationship must notify the Management Committee, and one of the employees must then tender a written resignation. The employees involved in the relationship should determine who will tender his or her resignation. The Management Committee may then, at its discretion, determine whether or not to accept the resignation. Failure to report such a relationship to the Management Committee is grounds for termination for cause.
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5/20/2016 to Current
Records
Erika Donalds shall maintain and cause to be maintained in a readily accessible place the following records:
| a copy of any Code of Ethics adopted by the Firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years; |
| a record of any violation of DGHMs Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred; |
| a record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, a supervised person which shall be retained for five years after the individual ceases to be a supervised person of DGHM; |
| a copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports; |
| a list of all persons who are, or within the preceding five years have been, access persons; and |
| a record of any decision and reasons supporting such decision to approve an access persons acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted. |
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5/20/2016 to Current
Fair Dealing
It is DGHMs policy to compete aggressively in each business in which it is engaged, but to compete ethically, fairly, and honestly. DGHM seeks to succeed through superior performance, service, diligence, effort, and knowledge, not through unfair advantage. To this end, DGHM is committed to dealing fairly with its clients, customers, vendors, competitors, and employees. No supervised person may take unfair advantage of any other person or business through any unfair business practice, including through improper coercion, manipulation, concealment, abuse of privileged information, or misrepresentation of material fact.
DGHM is committed to a policy of equal opportunity for all applicants and employees regardless of race, color, national origin, religion, age, sex, marital status, sexual orientation, or physical disability. The Firm expressly assures all employees, applicants for employment, and the community of its continuous commitment to equal opportunity and fair employment practices.
DGHMs equal employment opportunity policy applies to all phases of employment, including recruiting, hiring, job assignment, supervision, training and education, compensation and benefits, opportunities for advancement, terminations, and participation in all firm-sponsored activities.
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5/20/2016 to Current
Whistleblower Policy
As articulated in this Codes Statement of General Policy and Standards of Business Conduct, central to our Firms compliance culture is an ingrained commitment to fiduciary principles. The policies and procedures set forth here and in our Policies and Procedures Manual, and their consistent implementation by all supervised persons of DGHM evidence the Firms unwavering intent to place the interests of clients ahead of self- interest for DGHM, our management and staff.
Every employee has a responsibility for knowing and following the Firms policies and procedures. Every person in a supervisory role is also responsible for those individuals under his/her supervision. The Firms principal or a similarly designated officer, has overall supervisory responsibility.
Recognizing our shared commitment to our clients, all employees are required to conduct themselves with the utmost loyalty and integrity in their dealings with our clients, customers, stakeholders and one another. Improper conduct on the part of any employee puts the Firm and company personnel at risk. Therefore, while managers and senior management ultimately have supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to report their concerns about potentially illegal conduct as well as violations of our companys policies.
Reporting Potential Misconduct
To ensure consistent implementation of such practices, it is imperative that supervised persons have the opportunity to report any concerns or suspicions of improper activity at the Firm (whether by a supervised person or other party) confidentially and without retaliation.
DGHMs Whistleblower Policy covers the treatment of all concerns relating to suspected illegal activity or potential misconduct.
Supervised persons may report potential misconduct by submitting a Report a Violation form available on the main web portal of NRS ComplianceGuardian. By default, the report shall be submitted anonymously unless the individual unchecks the box that indicates the sender wishes to remain anonymous. Reports of violations or suspected violations must be reported to Erika Donalds or, provided the CCO also receives such reports, to other designated members of senior management. Supervised persons may report suspected improper activity by the CCO to the Firms other senior management.
Responsibility of the Whistleblower
A person must be acting in good faith in reporting a complaint or concern under this policy and must have reasonable grounds for believing a deliberate misrepresentation has been made regarding accounting or audit matters or a breach of the Firms Policies and Procedures Manual or Code of Ethics. A malicious allegation known to be false is considered a serious offense and shall be subject to disciplinary action that may include termination of employment.
Handling of Reported Improper Activity
The Firm shall take seriously any report regarding a potential violation of Firm policy or other improper or illegal activity, and recognizes the importance of keeping the identity of the reporting person from being widely known. Supervised persons are to be assured that the Firm will appropriately manage all such reported concerns or suspicions of improper activity in a timely and professional manner, confidentially and without retaliation.
In order to protect the confidentiality of the individual submitting such a report and to enable DGHM to conduct a comprehensive investigation of reported misconduct, supervised persons should understand that those individuals responsible for conducting any investigation are generally precluded from communicating information pertaining to the scope and/or status of such reviews.
No Retaliation Policy
It is the Firms policy that no supervised person who submits a complaint made in good faith will experience retaliation, harassment, or unfavorable or adverse employment consequences. A supervised person who retaliates against a person reporting a complaint will be subject to disciplinary action, which may include termination of employment. A supervised person who believes she or he has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the CCO or to the Firms other senior management in the event the concern pertains to the CCO.
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5/20/2016 to Current
Reporting Violations and Sanctions
All supervised persons shall promptly report to Erika Donalds or, provided the CCO also receives such reports, to an alternate designee all apparent or potential violations of the Code. Any retaliation for the reporting of a violation under this Code shall constitute a violation of the Code.
Erika Donalds shall promptly report to the Management Committee and Board of Directors all apparent material violations of the Code. When Erika Donalds finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, she may, in her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to the Management Committee and Board of Directors.
Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employees employment with the Firm.
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5/20/2016 to Current
Acknowledgement
Initial Acknowledgement
All supervised persons shall be provided with a copy of the Code and must initially acknowledge in writing to Erika Donalds that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all accounts and holdings as required by the Code.
Acknowledgement of Amendments
All supervised persons shall receive any amendments to the Code and must acknowledge to Erika Donalds in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.
Annual Acknowledgement
All supervised persons must annually acknowledge in writing to Erika Donalds that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and, if applicable, (iii) submitted all holdings and transaction reports as required by the Code.
Further Information
Supervised persons should contact Erika Donalds regarding any inquiries pertaining to the Code or the policies established herein.
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5/20/2016 to Current
Definitions
For the purposes of this Code, the following definitions shall apply:
| 1933 Act means the Securities Act of 1933, as amended. |
| 1934 Act means the Securities Exchange Act of 1934, as amended. |
| Access person means any supervised person of the Firm who: has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable fund the Firm or its control affiliates manage or has access to such recommendations; or is involved in making securities recommendations to clients that are nonpublic. Due to the manner in which the Firm conducts its business, every employee should assume that he or she is subject to the code unless the Chief Compliance Officer specifies otherwise. |
| Account or covered account means accounts of any supervised person of the Firm deemed to be an access person and includes accounts of such access persons immediate family (e.g., a spouse or domestic partner, the spouses or domestic partners children residing in the same household, or to whom the access person, spouse or domestic partner contributes substantial support), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the access person has a beneficial interest, exercises investment discretion, controls, or could reasonably be expected to be able to exercise influence or control. |
| Advisers Act means the Investment Advisers Act of 1940, as amended. |
| Advisory persons means employees and certain control persons (and their employees) who make; participate in, or obtain information regarding fund securities transactions or whose functions relate to the making of recommendations with respect to fund transactions. |
| Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. |
| Beneficial interest shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has a beneficial interest in a security for purposes of Section 16 of such Act and the rules and regulations thereunder. |
| Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder. |
| Blackout period represents a time frame during which access persons are prohibited from trading in securities in which client transactions in the same security are being considered or traded. |
| Chief Compliance Officer (CCO) refers to DGHMs Chief Compliance Officer, Erika Donalds. |
| Confidential Client Information refers to nonpublic information about the Firms clients. Such information may include a persons status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by DGHM to clients, and data or analyses derived from such non-public personal information. |
| Contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for (i) the purpose of influencing any election for federal, state or local office; (ii) payment of debt incurred in connection with any such election; or (iii) transition or inaugural expenses of the successful candidate for state or local office. (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
| Note: A contribution by a limited partner or a limited partnership adviser, a non-managing member of a limited liability company adviser or a shareholder of a corporate adviser is not covered unless such person is also an executive officer or solicitor (or supervisor thereof), or the contribution is an indirect contribution by the adviser, executive officer, solicitor or supervisor. |
| Control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Covered associate means (i) any general partner, managing member or executive officer, or other |
| individual with a similar status or function; (ii) any employee who solicits a government entity for the adviser and person who supervises, directly or indirectly, such employee; and (iii) any political action committee (PAC) controlled by the adviser or by any such persons described in clauses (i) or (ii). (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
34
5/20/2016 to Current
| Covered investment pool means (i) an investment company registered under the Investment Company Act of 1940 (e.g., mutual fund) that is an investment option of a plan or program of a government entity;or (ii) any company that is exempt from registering under the Investment Company Act because it either |
| has less than 100 shareholders (3(c)(1) funds); (b) has only qualified purchasers (3(c)(7) funds); or (c) is a collective investment fund maintained by a bank (3(c)(11) funds). (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
| Front running can occur when an individual purchases at a lower price or sells at a higher price before |
| (i) execution of a significant securities transaction by some purchaser or seller in a size sufficient to move the market or (ii) issuance or change in an investment advisers securities recommendation to purchase or sell a security while in possession of material nonpublic information. |
| Government entity means any state or political subdivision of a state, including (i) any agency, authority, or instrumentality of the state or political subdivision; (ii) any pool of assets sponsored orestablished by any of the foregoing (including, but not limited to a defined benefit plan and a state general fund); (iii) any participant-directed investment program or plan sponsored or established by any of the foregoing; and (iv) officers, agents, or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity. (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
| Initial public offering (IPO) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934. |
| Inside information means non-public information (i.e., information that is not available to investors generally) that there is a substantial likelihood that a reasonable investor would consider to be important in deciding whether to buy, sell or retain a security or would view it as having significantly altered the total mix of information available. |
| Insider is broadly defined as it applies to DGHMs Insider Trading policy and procedures. It includes our Firms officers, directors and employees. In addition, a person can be a temporary insider if he or she enters into a special confidential relationship in the conduct of the companys affairs and, as a result, is given access to information solely for DGHMs purposes. A temporary insider can include, among others, DGHMs attorneys, accountants, consultants, and the employees of such organizations. Furthermore, DGHM may become a temporary insider of a client it advises or for which it performs other services. If a client expects DGHM to keep the disclosed non-public information confidential and the relationship implies such a duty, then DGHM will be considered an insider. |
| Insider trading is generally understood to refer to the effecting of securities transactions while in possession of material, non-public information (regardless of whether one is an insider) or to the communication of material, non-public information to others. |
| Investment person means a supervised person of DGHM who, in connection with his or her regular functions or duties, makes recommendations regarding the purchase or sale of securities for client accounts (e.g., portfolio manager) or provides information or advice to portfolio managers, or who help execute and/or implement the portfolio managers decision (e.g., securities analysts, traders, and portfolio assistants); and any natural person who controls DGHM and who obtains information concerning recommendations made regarding the purchase or sale of securities for client accounts. |
| Investment-related means activities that pertain to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with an investment adviser, broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, futures sponsor, bank, or savings association). |
| Limited offering means an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(5) or pursuant to Rule 504, 505, or Rule 506 under the Securities Act of 1933. |
| Management Committee means the following DGHM professionals: Timothy Dalton, Chairman; Bruce Geller, Chief Executive Officer; Jeffrey Baker, Chief Investment Officer; and Erika Donalds, Chief Financial Officer and Chief Compliance Officer. |
| Official means any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate or successful candidate for elective office of a government entity, if the office (i) is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity; or (ii) has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity. (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
35
5/20/2016 to Current
| Plan or program of a government entity means any participant-directed investment program or plan sponsored or established by a state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to, a qualified tuition plan authorized by Section 529 of the Internal Revenue Code (26 U.S.C. 529), a retirement plan authorized by Section 403(b) or 457 of the Internal Revenue Code (26 U.S.C. 403(b) or 457), or any similar program or plan. (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
| Private fund means an issuer that would be an investment company as defined in Section 3 of the Investment Company Act of 1940 but for Section 3(c)(1) or 3(c)(7) of that Act. |
| Registered fund means an investment company registered under the Investment Company Act. Reportable fund means any registered investment company, i.e., mutual fund, for which our Firm, or a control affiliate, acts as investment adviser or sub-adviser, as defined in Section 2(a) (20) of the Investment Company Act, or principal underwriter. |
| Reportable security means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) transactions and holdings in direct obligations of the Government of the United States; (ii) bankers acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; (iv) transactions and holdings in shares of other types of open-end registered mutual funds, unless DGHM or a control affiliate acts as the investment adviser or principal underwriter for the fund; (v) transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless DGHM or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (vi) 529 Plans, unless DGHM or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments (including a fund that is defined as a reportable fund under Rule 204A-1) and strategies underlying the 529 Plan that is a college savings plan. Restricted list typically represents a list of issuers about which an adviser has inside information, and results in prohibitions on effecting either client or personal trades in such securities. Supervised person means any directors, officers and partners of DGHM (or other persons occupying a similar status or performing similar functions); employees of DGHM; and any other person who provides advice on behalf of DGHM and is subject to DGHMs supervision and control. |
| Sector Specialist means a supervised person who is principally responsible for investment decisions with respect to any of DGHMs clients. |
| Tipping means communication of material nonpublic information to others. |
| Watch list typically represents a list of issuers currently being evaluated as potential investment opportunities. Advisers may restrict trading in such securities by one or more of the Firms securities analysts or may more broadly apply the restriction to some or all access persons. |
36
EAM Investors LLC
EAM Global Investors LLC
Code of Ethics
Effective July 1, 2016
CODE OF ETHICS AND STANDARDS OF BUSINESS CONDUCT
EAM Investors, LLC and EAM Global Investors, LLC (collectively EAM) are investment advisers registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. EAM Global Investors, LLC is under common control and shares the same office location with EAM Investors LLC.
EAM provides investment management and supervisory services on a discretionary basis and currently offers six investment styles, which are:
Small Cap Growth seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell 2000 Growth Index.
Micro Cap Growth seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell Micro Cap Growth Index.
Ultra Micro Cap Growth seeks capital appreciation by investing in companies whose market values correspond to the bottom half of the Russell Micro Cap Growth Index.
International Small Cap Equity seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell Global Ex-US Small Cap Growth Index.
International Micro Cap Equity seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell Global Ex-US Small Cap Growth Index.
Emerging Markets Small Cap Equity seeks capital appreciation by investing in companies whose market values correspond to the bottom half of the Russell Emerging Markets Small Cap Growth Index.
Pursuant to Rule 204A-1 of the Investment Advisers Act of 1940 (the Advisers Act), an investment adviser is required to establish, maintain and enforce a written code of ethics that must set forth standards of conduct expected of advisory personnel and address conflicts that arise from personal trading by advisory personnel.
Scope of Policy
EAM has adopted the following Code of Ethics and Standard of Business Conduct (the Code). EAM will provide to Supervised Persons a copy of the Code and any amendments to the Code. Supervised Persons of EAM will be required to acknowledge, in writing, receipt of a copy of the Code and any amendments thereto.
EAMs Supervised Persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to EAMs supervision and control.
Derek Gaertner is the Chief Compliance Officer (CCO) for EAM. The CCO is responsible for the administration of EAMs compliance program. Any questions regarding the Code should be addressed with the CCO.
The Code requires Supervised Persons to report or disclose to and seek approval from the CCO for certain activities. In the case of the CCO, the CCO will report to and seek approval from Senior Vice President and Portfolio Manager, Montie L. Weisenberger .
Code of Ethics
EAM is an investment adviser and as such is a fiduciary that owes its clients a duty of undivided loyalty. Supervised persons of EAM will:
1. | Act for the benefit of their clients, and place their clients interests before their own; |
2. | Exercise independence in making investment decisions for clients; |
3. | Conduct personal securities transactions in a manner that is consistent with the Code and act to avoid actual or potential conflicts of interest or abuse of their position of trust and responsibility; |
4. | Safeguard and keep confidential nonpublic personal information of clients; and |
5. | Comply with applicable federal securities laws. |
Code of Business Conduct
In reflection of the Code, EAM adopts the following standards of business conduct.
Compliance with Securities Laws & Rules
Supervised Persons will comply with all applicable federal securities laws. Furthermore, Supervised Persons will not engage in any professional conduct involving unlawful acts, dishonesty, fraud, deceit, or misrepresentation.
Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (Investment Company Act), the Investment Advisers Act of 1940 (Advisers Act), Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the Commission) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
Conflicts of Interest
Supervised Persons will make best efforts in identifying actual and potential conflicts of interest. Supervised Persons will seek to avoid conducting personal or private business that conflicts with, or gives the appearance of conflicting with, the interests of the firm or its clients. Where potential conflicts cannot be eliminated, Supervised Persons will fully disclose those to EAM, and EAM will fully disclose material facts concerning that conflict to the client(s). EAM considers a conflict of interest to be any situation in which the Supervised Persons own interests could interfere with the Supervised Persons responsibilities as a representative of EAM. EAM expects Supervised Persons to report a potential conflict of interest to the CCO.
Outside Business Activities
Supervised Persons have a duty of loyalty to the firm and his or her efforts should be devoted to the firms business. EAM encourages Supervised Persons participation in outside business activities that enhance the professionalism of its Supervised Persons and the reputation of the firm, and that are civic, charitable, and professional in nature. Simultaneously, EAM recognizes that outside business activities may raise conflicts of interest. Supervised Persons must disclose, at the time they become a Supervised Person of EAM and upon any change thereafter, all outside business activities. Supervised Persons may not engage in any outside business without first receiving prior approval for the activity from the CCO. This pre-approval must be sought in writing with a clear description of the activities to be performed and any compensation to be received. The MyComlianceOffice system provides for an online pre-approval form for the Supervised Person to complete for each activity. Decisions by the CCO will be documented within the system.
Outside business activities requiring disclosure include, but are not limited to:
1. | Being employed by or compensated by any other entity; |
2. | Being active in any other business, including part-time, evening, or weekend employment; |
3. | Being active in any civic or charitable organization; |
4. | Serving as an officer, director or partner in any other entity; |
5. | Owning an interest in any non-publicly traded company or other private, non-real property investment; or |
6. | Acting as a trustee for client accounts. |
Supervised Persons will also comply with the requirements regarding disclosure of conflicts of interest imposed by law and by rules or organizations governing their activities and will comply with any prohibitions on their activities if conflicts of interest exist.
Maintenance of Independence and Objectivity
Supervised Persons will use particular care and good judgment to achieve and maintain independence and objectivity in the performance of their roles and responsibilities. Supervised Persons will avoid giving or receiving any gift, donation, benefit, service or other favor that might affect, or be seen to potentially affect, the performance of their roles and responsibilities, or which might compromise the credibility of EAM.
Political Contributions, Gifts and Entertainment
EAM recognizes the potential conflicts of interest when the firm and/or its Supervised Persons make political contributions or give and/or receive gifts (for the purpose of this Code gifts include but are not limited to any type of merchandise, prizes, travel expenses, meals and certain types of entertainment) or other items of value to/from any person or entity that does business with or on behalf of EAM. Therefore, EAM has adopted the following policies and procedures regarding political contributions and giving and/or receiving gifts:
Political Contributions
Covered Associates are prohibited from making any direct or indirect (e.g. through another person, firm, family member, or political action committee) political contribution, either personally or on behalf of EAM, to any political party, elected official or candidate with the intention of obtaining or maintaining any business for EAM. Any political contribution made by a Covered Associate in excess of $150 per calendar year per elected official or candidate, state or local political party, or political action committee must be pre-approved by the CCO. See the Political Contributions policy in the P&P for complete policies and procedures with respect to political contributions.
Giving Gifts or Entertainment
Supervised Persons will not give a gift to any client, potential client, vendor, potential vendor or anyone else that does business or seeks to do business with the firm that is worth more than $250.00, without receiving prior written approval from the CCO. All gifts given over $20.00 must be reported to the CCO.
Receiving Gifts or Entertainment
Supervised Persons will not accept any gift or other item from any client, potential client, vendor, potential vendor or anyone else that does business with or seeks to do business with the firm that is worth more than $250.00 in value, without written approval from the CCO. All gifts received over $20.00 must be reported to the CCO.
Cash and/or gift cards will never be offered or accepted, regardless of the amount. In all cases entertainment must not be excessive or extravagant.
Reporting of gifts & entertainment and the seeking of pre-approvals must be made through the MyComplianceOffice system using the Gifts/Entertainment form.
Personal Securities Holdings and Transactions
Supervised Persons, who are Access Persons, as that term is defined below, will disclose to EAM their holdings and transactions in securities or other investments for which they are a beneficial owner, as defined below, and as per the instructions in the firms policies and procedures.
Supervised Persons, who are Access Persons, must report within 15 days any new personal securities accounts to the CCO or Compliance Manager and will provide the necessary information to ensure the account is connected into the MyComplianceOffice system.
Furthermore, Supervised Persons, who are Access Persons, will obtain written pre-approval for certain personal investments in accordance with the firms policies and procedures.
Definition of Access Person
An access person is defined as any Supervised Person:
1. | Who has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or |
2. | Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. |
For the purposes of this Code , EAM considers all its employees to be Access Persons.
Beneficial Owner
For purposes of the Code, an individual is a beneficial owner if the individual, directly or indirectly, has:
1. | a direct or indirect pecuniary interest in the securities; |
2. | the power to vote or direct the voting of the shares of the securities or investments; |
3. | the power to dispose or direct the disposition of the security or investment. |
The above definition applies to securities held in accounts of the Supervised Person and/or the Supervised Persons immediate family members living in the same household.
Supervision
Supervised Persons with supervisory responsibility, authority, or the ability to influence the conduct of others will exercise reasonable supervision over those subject to their supervision or authority in order to prevent any violations of applicable statutes, regulations, or provisions of the Code. In so doing, Supervised Persons may rely on procedures established by EAM that are reasonably designed to prevent and detect such violations.
Preserving Confidentiality
EAM has implemented policies and procedures, which are outlined in the firms policies and procedures manual, to limit the sharing of and access to nonpublic personal information regarding the firms clients to EAM personnel who need that information to provide services to those clients.
Supervised Persons will at all times preserve the confidentiality of information communicated by clients, unless they receive information concerning illegal activities on the part of the client. If that happens, the Supervised Person should give the information directly to the CCO for further action.
Insider Information
No Supervised Person, while in the possession of material nonpublic information about a company, will for his/her portfolio or for the portfolios of others buy or sell the securities of that company until that information becomes publicly disseminated and the market has had an opportunity to react.
No Supervised Person will communicate or tip material nonpublic information about a company to any person except for lawful purposes.
Supervised Persons will adhere to the firms policies and procedures regarding insider information as outlined in the firms compliance manual. Any improper trading or other misuse of material nonpublic information by any Supervised Person may be grounds for immediate dismissal.
Portfolio Investment Recommendations and Actions
Supervised Persons will deal fairly and objectively with clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.
Priority of Transactions
Transactions for clients will have priority over transactions in securities or other investments of which EAM or any Supervised Persons is the beneficial owner so that such personal or proprietary transactions do not operate adversely to their clients interests.
Prohibition against Misrepresentation
Supervised Persons will not make statements, orally or in writing, that misrepresent:
1. | The services that they or the firm is capable of performing; |
2. | Their qualifications or the qualifications of the firm; or |
3. | The individuals academic or professional credentials. |
Supervised Persons will not make or imply, orally or in writing, any assurances or guarantees regarding any investment, except to communicate accurate information regarding the terms of the investment instrument and the issuers obligations under the instrument.
Reporting Violations
Supervised Persons must promptly report any violation or suspected violation of the Code or of any securities laws, or rules to the CCO. No retaliation or retribution of any kind will be taken against a Supervised Person for reporting a violation or potential violation in good faith.
All reports will be promptly investigated and, if deemed necessary, appropriate action will be taken. The CCO will be responsible for leading any investigations and reporting violations and investigative findings to the appropriate supervisor and senior management. EAM senior management may utilize any or all of the sanctions described below.
Sanctions/Disciplinary Policy
EAM senior management may use any or all of the following sanctions against any Supervised Person found to have violated either the Code or the firms written compliance policies and procedures.
1. | Letter of Caution |
2. | Admonishment |
3. | Fine, disgorgement |
4. | Suspension |
5. | Termination |
6. | Report Violation to Regulatory Authorities |
1/9/2017 Version
PGIM, Inc.
INVESTMENT ADVISER CODE OF ETHICS
INTRODUCTION
Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics (the Code) designed to prevent fraud by reinforcing the principles that govern the conduct of investment advisory firms and their personnel. In addition, the Code must set forth specific requirements relating to personal securities trading activity including reporting transactions and holdings.
Generally, the Code applies to directors, officers and employees acting in an investment advisory capacity who are known as Supervised Persons and, in some cases, also as Access Persons of the adviser. Supervised Persons covered by more than one code of ethics meeting the requirements of Rule 204A-1 will be subject to the code of the primary entity with which the Supervised Person is associated.
Employees identified as Supervised and Access Persons must comply with the Code. Compliance is responsible for notifying each individual who is subject to the Code. Supervised Persons must be provided and must acknowledge receipt of this Code and any amendments to the Code. They must also comply with the federal securities laws.
GENERAL ETHICAL STANDARDS
Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudentials values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient.
It is the responsibility of management to make the Companys ethical standards clear. At every level, employees must set the right example in their daily conduct. Prudential expects employees to be honest and forthright and to use good judgment. We expect them to deal fairly with customers, suppliers, competitors, and one another. We expect them to avoid taking unfair advantage of others through manipulation, concealment, abuse of confidential information or misrepresentation. Moreover, employees must understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.
It is each employees responsibility to ensure that we:
| Nurture a company culture that is highly moral and make decisions based on what is right. |
| Build lasting customer relationships by offering only those products and services that are appropriate to customers needs and provide fair value. |
| Maintain an environment where employees conduct themselves with courage, integrity, honesty and fair dealing at all times. |
| Ensure no individuals personal success or business groups bottom line is more important than preserving the name and goodwill of Prudential. |
| Regularly monitor and work to improve our ethical work environment. |
Because Ethics is not a science, there may be gray areas. We encourage individuals to ask for help in making the right decisions. Business Management, Business Ethics Officers, and our Human Resources, Law and Compliance and Enterprise Ethics professionals are all available for guidance at any time.
1/9/2017 Version
INVESTMENT ADVISER FIDUCIARY STANDARDS
Investment advisers frequently are fiduciaries for clients. Fiduciary status may exist under contract; common law; state law; or federal laws, such as the Investment Advisers Act of 1940, the Investment Company Act of 1940 and ERISA.
Whenever a Prudential adviser acts in a fiduciary capacity, it will endeavor to consistently put the clients interest ahead of the firms. It will disclose actual and potential meaningful conflicts of interest. It will manage actual conflicts in accordance with applicable legal standards. If applicable legal standards do not permit management of a conflict, the adviser will avoid the conflict. Adviser personnel will not engage in fraudulent, deceptive or manipulative conduct. Advisers will act with appropriate care, skill and diligence.
Advisory personnel are required to know when an adviser is acting as a fiduciary with respect to the work they are doing. In such cases, advisory personnel are expected to comply with all fiduciary standards applicable to the firm in performing their duties. In addition, they must also put the clients interest ahead of their own personal interest. An employees fiduciary duty is a personal obligation. While advisory personnel may rely upon subordinates to perform many tasks that are part of their responsibilities, they are personally responsible for fiduciary obligations even if carried out through subordinates.
Employees should be aware that failure to adhere to the standards under this Code might lead to disciplinary action up to and including termination of employment.
REPORTING VIOLATIONS OF THE CODE
It is the responsibility of each Supervised Person and Access Person to promptly report any violations of this Code to his/her Chief Compliance Officer. The investment adviser will provide disclosure of issues to clients upon request.
INCORPORATED POLICIES
In addition to this document, the following policies are also considered part of this Code:
| U.S. Information Barrier Standards . It is each Supervised and Access Persons responsibility to know whether their investment management unit is subject to the information barrier restrictions under the U.S. Information Barrier Standards. Compliance will provide training to inform employees of their obligations. |
| Personal Securities Trading Standards |
| Section I Prudentials Standards on Insider Trading |
| Section II Securities Trade Monitoring for Covered and Access Persons |
| Section III Standards and Restrictions for Personal Trading in Securities Issued by Prudential by Designated Persons |
| Section IV Trading Restrictions for Employees of Broker-Dealers |
| Section V Trading Restrictions for Portfolio Management and Trading Units and Registered Investment Advisers |
| Section VI Trading Restrictions for Private Asset Management Units |
ADDITIONAL RESOURCES
Although not part of the this Code, the Prudentials Code of Conduct, titled Making the Right Choices, applies to all Prudential employees, including those affiliated with an investment adviser. In addition to the Code, employees in the investment advisory business are also subject to all applicable compliance manuals, policies and procedures. If you have any questions as to your requirements under the Code or as to which registered investment adviser(s) you are affiliated with, you should contact your business unit compliance officer.
March 13, 2017 |
i
Expert Networks |
24 | |||
What Is The Effect Of Receiving Inside Information? |
25 | |||
Does TCW Monitor Trading Activities? |
25 | |||
Penalties and Enforcement by SEC and Private Litigants |
26 | |||
Ethical Wall Procedures |
26 | |||
Identification of the Walled-In Individual or Group |
27 | |||
Isolation of Information |
27 | |||
Restrictions on Communications |
27 | |||
Restrictions on Access to Information |
28 | |||
Trading Activities by Persons within the Wall |
28 | |||
Termination of Ethical Wall Procedures |
28 | |||
Maintenance of Restricted List |
29 | |||
Exemptions |
30 | |||
Gifts & Entertainment: Anti-Corruption Policy |
31 | |||
Gifts |
31 | |||
Entertainment or Similar Expenditures |
32 | |||
Gifts, Entertainment, Payments & Preferential Treatment |
32 | |||
Foreign Corrupt Practices Act (FCPA) |
39 | |||
Statement of Purpose |
39 | |||
Scope |
39 | |||
Prohibited Conduct |
40 | |||
Health or Safety Exception |
40 | |||
Third Party Representatives |
41 | |||
Red Flag Reporting |
42 | |||
Mandatory Reporting |
43 | |||
Books and Records |
44 | |||
Outside Business Activities |
45 | |||
General |
45 | |||
Obtaining Approval/Reporting |
46 | |||
Political Activities & Contributions |
47 | |||
Introduction |
47 | |||
General Rules |
47 | |||
Fundraising and Soliciting Political Contributions |
48 | |||
Rules Governing Firm Contributions and Activities |
48 |
ii
Federal Elections |
48 | |||
Contributions to State and Local Candidates and Committees |
48 | |||
Political Activities on Firm Premises and Using Firm Resources |
49 | |||
Federal, State, and Local Elections |
49 | |||
Rules for Individuals |
50 | |||
Responsibility for Personal Contribution Limits |
50 | |||
Pre-Approval of all Political Contributions and Volunteer Activity |
50 | |||
New Hires, Transfers and Promotions to Covered Associate Position |
51 | |||
Participation in Public Affairs |
51 | |||
Other Employee Conduct |
52 | |||
Personal Loans |
52 | |||
Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm |
52 | |||
Disclosure of a Direct or Indirect Interest in a Transaction |
52 | |||
Corporate Property or Services |
53 | |||
Use of TCW Stationery |
53 | |||
Giving Advice to Clients |
53 | |||
Confidentiality |
54 | |||
Sanctions |
55 | |||
Reporting Illegal or Suspicious ActivityWhistleblower Policy |
56 | |||
Policy |
56 | |||
Procedure |
56 | |||
Glossary |
58 |
iii
General Principles
The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code , the Firm or TCW refers to The TCW Group, Inc., TCW Advisors , and controlled affiliates.
This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firms clients. In consideration of this you must:
| Protect the interests of the Firms clients before looking after your own. |
| If you know that an investment team is considering a transaction in a security, dont trade that security. |
| Never use opportunities provided for the Firms clients by brokers or others for your personal benefit. |
| Avoid actual or apparent conflicts of interest in conducting your personal investing. |
| Never trade on the basis of client information, or otherwise use client information for personal benefit. |
| Maintain the confidentiality of all client financial and other confidential information. Loose lips sink ships. |
| Comply with all applicable securities laws and Firm policies, including this Code . |
| Communicate with clients or prospective clients candidly. |
| Exercise independent judgment when making investment decisions. |
| Treat all clients fairly. |
When in doubt, call the General Counsel , the Chief Compliance Officer , or any member of the Compliance or Legal Department before taking action. We are here to help. The reputation that TCW has built through decades of hard work can be destroyed by a single action . As an Access Person, you are responsible for safeguarding the reputation of TCW .
Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal.
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Personal Investment Transactions
Overview
The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm . The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.
Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com .
All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Persons work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. The Person may be notified by his/her supervisor, or such other appropriate officer(s) that there is a trading issues, and that trading restrictions and/or other disciplinary action, as appropriate, may be implemented.
Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy or to have them attend a Code of Ethics orientation.
Covered Transactions/Covered Accounts
This policy covers investment activities ( Covered Transactions ) (i) by any Access Person or Covered Person, and (ii) in any account in which any Access Person has a beneficial interest . Any account through which a Covered Transaction is made is a Covered Account .
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An Access Person has a beneficial interest in an account if that Access Person :
| has benefits substantially equivalent to owning the Securities or the account, |
| can obtain ownership of the Securities in the account within 60 days, or |
| can vote or dispose of the Securities in the account. |
Examples include a relatives brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.
Violations of this policy by a Covered Person will be treated as violations by you.
Pre-clearance of Covered Transactions
Generally, all trading by Covered Persons requires pre-clearance. Exempt transactions and exempt securities are listed in this Code of Ethics .
Pre-clearance Process
Outside Fiduciary Accounts require special procedures. Contact the Administrator of the Code of Ethics .
For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required form at http://tcw.starcompliance.com.
Pre-clearance expires at 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after approval has been received. Generally, you must either obtain a new pre-clearance or cancel any unexecuted portion of the transaction that is not completed before your pre-clearance expires.
Prohibited Transactions
The following activities are prohibited and pre-clearance will generally not be available.
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Prohibited Transaction |
Exceptions/Limitations |
Consequences/Comments | ||
Transacting in a Security that the Firm is trading for its clients | Exception: Permitted once the Firm s trading is completed or cancelled |
Portfolio managers may accumulate a
position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted. |
||
Transacting in a security that the Access Person knows is under consideration for trading by the Firm for its clients | ||||
Uncovered short sale | ||||
Writing an uncovered option | ||||
Acquiring any Security in an IPO | Exception: Permitted if the Security is an Exempt Security . See chart below. | |||
Acquiring an interest in a 3 rd party registered investment company advised or sub-advised by the Firm | Exception: TCW sub-advised ETFs are permitted, but, as with all ETFs , must still be pre-cleared and reported as stated below. |
See Prohibited Third-Party Mutual
Fund List under Forms on myTCW. |
Additional Restrictions for Certain Investment Personnel
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In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.
Prohibited Transaction |
Applies to |
Consequences/Comments |
||
Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days by any of the following Access Persons described under Applies to who provide services for registered investment companies |
Portfolio Managers
Securities Analysts and Researchers
Securities Traders who provide information or advice to a portfolio manager
Members of Investment Control |
Transactions will be matched using a LIFO system.
All profits of prohibited trades are subject to disgorgement
Exceptions:
Exempt Securities
ETF s Note however, that Exempt Securities and ETF s must still be submitted through StarCompliance for pre-approval. |
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Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client, in any
Covered Account, or
Outside Fiduciary Account |
Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the Security is transacted.
Members of Investment Control
Members of Investment Operations. |
All prohibited transactions will generally be reversed; and
all profits are subject to disgorgement. |
||
Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client, in any
Covered Account , or
Outside Fiduciary Account |
Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the security is transacted.
Members of Investment Control.
Members of Investment Operations |
All prohibited transactions will generally be reversed; and
all profits are subject to disgorgement. |
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Purchasing or selling any Security in the 5 business days AFTER a TCW -advised or sub-advised registered investment company buys or sells the Security , in any
Covered Account, or
Outside Fiduciary Account |
Prohibited for a portfolio manager and any other investment professional in their product group, including traders, Researchers or Analysts, managing funds for the registered investment company
Members of Investment Control
Members of Investment Operations |
All prohibited transactions will generally be reversed; and
all profits are subject to disgorgement. |
||
Purchasing or selling any Security in a manner inconsistent with any recommendation made by that research analyst less than 30 days prior to the proposed purchase or sale |
Prohibited for any Analyst or Researcher |
All prohibited transactions must be reversed; and
all profits are subject to disgorgement. |
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Recommending any Security for purchase by the Firm , including writing a research report advocating for the purchase of a Security , where such individual also holds such Security in a Covered Account . |
Prohibited for any portfolio manager, Researcher or Analyst, unless they have held such Security for at least three months prior to the recommendation or drafting of the research report. |
All prohibited transactions must be reversed; and
all profits are subject to disgorgement. |
Exempt Securities
Pre-clearance is generally not required for Exempt Securities . The following table identifies Exempt Securities and summarizes any pre-clearance and reporting requirements that apply.
Types of Exempt Securities |
Pre-clearance Required? |
Reporting Required? |
Limitations/Comments |
|||
U.S. Government Securities (including agency obligations) | No | No | ||||
Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof | No | Yes | ||||
Bank certificates of deposit or time deposits | No | No |
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Bankers Acceptances. | No | No | ||||
Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes, repurchase agreements, and municipal bonds. | No | Yes | Ask the appropriate product attorney in the Legal Department for clarification if any questions. | |||
Shares in money market mutual funds or a fund that appears on the exempt list. | No | No | ||||
Shares in open-end investment companies not advised or sub-advised by the Firm . | No | No | See Prohibited Third-Party Mutual Fund List under Forms on myTCW. | |||
Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm . | No | No | ||||
Stock index futures, futures on U.S. Government Securities , Eurodollar futures contracts, and non-financial commodities | No | Yes | ||||
Municipal bonds traded in the market | No | Yes | No |
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Trades in Non-Discretionary Accounts which you, your spouse, your domestic partner, or your significant other established. | No | Opening of the account must be reported, with evidence that it is non-discretionary. No reporting of trades required. | ||||
Securities purchased or sold through an Auto-Trade | No | Yes | ||||
Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired. | No | Yes | ||||
Interests in Firm -sponsored limited partnerships or other Firm -sponsored private placements . | No | Yes | Firm already must approve in order to invest, which serves as pre-clearance. | |||
Securities acquired in connection with the exercise of an option. | No, unless cash is received in connection with exercise of the option | Yes, securities received must be reported. |
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Ownership Interests in Clipper Holding, LP | No | No | ||||
Rule 10b5-1 Plans | Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance. | Yes | ||||
Direct Purchase Plans | Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance. | Yes | ||||
Interests in Firm - sponsored Private Placements that are
Estate planning transfers
Court-ordered transfers |
No | No | ||||
MetWest or TCW Fund in a Firm Account | No | No | Compliance with frequent trading rules required. Monitored by the Firm . |
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MetWest or TCW Fund in a non- Firm Account | No | Yes | Compliance with frequent trading rules required. | |||
Securities where the Firm acts as an adviser or distributor for the investment, offered in:
A hedge fund;
Private Placement ; or
Other Limited Offerings |
Yes (if a limited offering) | Yes |
Exemptive Relief
To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics . The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers . The Approving Officers have no obligation to grant any requested approval or exemption.
The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.
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Reporting
Personal Investment Reporting
TCW receives automated feeds from many major brokers ( Linked Brokers ). If your broker is not a Linked Broker , you must ensure that TCW receives duplicate broker statements. The Administrator of the Code of Ethics can inform you if your broker is a Linked Broker , and set up your account for automated feed. If your broker is not a Linked Broker , the Administrator of the Code of Ethics can assist you with a release letter (407 letter) to allow TCW to receive duplicate statements. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker . In addition, Access Persons must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing Covered Accounts.
Reporting on Opening, Changing or Closing a Covered Account
Brokerage Accounts : You must use the StarCompliance, http://tcw.starcompliance.com , system to enter information about each Covered Account :
Activity |
Comments |
Exceptions |
||
Upon becoming an Access Person
Upon opening a new Covered Account while you are an Access Person |
You are not required to report or enter information for:
Outside Fiduciary Accounts
Accounts that can only hold third party mutual funds |
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Upon closing, or making any change to a Covered Account while you are an Access Person |
Update StarCompliance | N/A |
Separate Accounts : You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm .
Required Certifications
Reports are filed online at http://tcw.starcompliance.com .
If you will not be able to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.
Certification |
When Due |
Additional Requirements |
||
Initial Holdings Report | Within 10 days after becoming an Access Person |
Include all securities except Exempt Securities
Include all Covered Accounts . Holdings must be current no earlier than 45 days before you became an Access Person |
||
Quarterly Certificate of Compliance | By each January 10, April 10, July 10 and October 10 | Must be filed even if there were no transactions during the period. |
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Annual Holdings Report | By January 31 of each year | Same as Initial report, except that holdings must be current as of December 31 of the prior year. | ||
Annual Certificate of Compliance | By January 31 of each year | |||
Report on Outside Activities (Includes, among other activities, Directorships, Officerships, Creditor Committees, Board Observation Rights and Employment) | 4 th quarter of each year |
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Policy Statement on Insider Trading
Members of the Firm occasionally come into possession of material, non-public information or inside information . Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information .
The SEC rules provide that any purchase or sale of a security while having awareness of inside information is illegal regardless of whether the information was a motivating factor in making a trade.
Courts may attribute one employees knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability.
The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term Ethical Walls ).
See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.
What You Should Do If You Have Questions About Inside Information?
Topic |
You Should Contact: |
|
If you have a question about:
The Insider Trading Policy in general
Whether information is material or non-public
If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds) |
The product attorney, General Counsel or Chief Compliance Officer. |
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Whether you have received material non-public information about a public company
Obtaining deal-specific information (pre-clearance is required)
Sitting on a Creditors Committee (preapproval is required)
Need to have an Ethical Wall established
Terminating an Ethical Wall
Section 13/16 issues
Who is within or outside an Ethical Wall |
||
If you wish to take a Board of Directors seat, serve as an alternate on a Board or sit on a Creditors Committee ( Pre-approval is required ) |
Administrator of the Code of Ethics | |
In the event of inadvertent or non-intentional disclosure of mutual non-public information | Product attorney or General Counsel who will notify the Chief Compliance Officer because the Firm may be required to make prompt disclosure. |
TCW Policy on Insider Trading
Trading Prohibition
| No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a companys securities) while in possession of material, non-public information about the company (except in limited circumstances discussed below). |
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| This applies in the case of both publicly traded and private companies. |
| This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company. |
If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the product attorney in the Legal Department, the General Counsel , or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted.
Communication Prohibition
No Access Person may communicate material, non-public information to others who have no official need to know. This is known as tipping, which also is a violation of the insider trading laws, even if you as the tipper did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm .
Remember that TCW Mutual Funds are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firms policies is illegal.
What is Material Information?
Information (whether positive or negative) is material:
| When a reasonable investor would consider it important in making an investment decision or |
| When it could reasonably be expected to have an effect on the price of a companys securities. |
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Some examples of Material Information are:
| Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes, defaults, |
| Projections, major capital investment plans, |
| Significant labor disputes, |
| Significant merger, tender offers, secondary offerings, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements, |
| New product releases, price changes, schedule changes, |
| Significant accounting changes, credit rating changes, write-offs or charges, |
| Major technological discoveries, breakthroughs or failures, |
| Major contract awards or cancellations, significant regulatory developments (e.g. FDA approvals), |
| Governmental investigations, major litigation or disposition of litigation, or |
| Extraordinary management developments or changes. |
Because no clear or bright line definition of what is material exists, assessments sometimes require a fact-specific inquiry. If you have questions about whether information is material, direct the questions to your product attorney, the General Counsel or the Chief Compliance Officer .
What is Non-Public Information?
Non-public information is information that:
| Has not been disseminated broadly to investors in the marketplace, such as a press release or publication in the Wall Street Journal or other generally circulated publication; or |
| Has not become available to the general public through a public filing with the SEC or some other governmental agency, Bloomberg, or release by Standard & Poors or Reuters. |
Examples of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases
Examples of how a person could come into possession of inside information include:
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Board of Directors Seats or Observation Rights
| Most public companies have restrictions on trading by Board members except during trading window periods. |
| Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Outside Business Activity Form that is posted on myTCW and submit it to the Administrator of the Code of Ethics who will coordinate the approval process. |
| If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made. |
Portfolio Managers:
| Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or |
| Having the intent to control or work with others to attempt to influence or control a company. |
Should be mindful of:
| SEC filing obligations under Section 16 of the Exchange Act |
| Short swing profits restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period. |
The product attorney should be consulted in these situations, and outside counsel should be involved as necessary.
Deal-Specific Information
Employees may receive inside information for legitimate purposes such as:
| In the context of a direct investment, secondary transaction or participation in a transaction for a client account |
| In the context of forming a confidential relationship |
| Receiving private information through on-line services such as Intralinks. |
This deal-specific information may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:
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| mezzanine financings, |
| loan participations, bank debt financings, |
| venture capital financing, |
| purchases of distressed securities, |
| oil and gas investments, and |
| purchases of substantial blocks of stock from insiders. |
It should be assumed that inside information is transmitted whenever:
| A confidentiality agreement is entered into; |
| An oral agreement is made or an expectation exists that you will maintain the information as confidential; or |
| There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship. |
There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.
Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the Firm to trade in those securities.
If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the product attorney in the Legal Department for your area, who then will implement the appropriate Ethical Wall and trading procedures.
Participation in Rapid Fire Capital Infusions
Overview
From time to time, public companies may seek rapid-fire capital infusions of capital from institutional investors. In the past, these have involved investment banks contacting potential investors, often over the weekends, on a pre-announcement basis.
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What Should You Do?
If you work with marketable security strategies and you receive a call to participate in an offering before it is publicly announced, please contact the Legal Department , General Counsel or Chief Compliance Officer . Do not ask the name of the company that is the subject of the financing or agree to any confidentiality or standstill agreements. Otherwise, you may restrict trading in your and other portfolios and the Firm . Your email should include the contact information for the person who contacted you.
What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?
Historically, the Firms marketable securities strategies have not received material non-public information and have relied solely on public information. Some of the ramifications of your participating in a rapid fire capital infusion are:
| Your accounts will be restricted for the company in question as soon as you learn about the name of the company, even if you decide not to participate. There is no ability to preview the names because just knowing about the potential transaction is in itself material non-public information. |
| A restriction in a name could last for a period of time and that period cannot be predicted in advance. In many cases, it may be a fairly short period (a week or so). |
| You will need to be available or designate someone in your portfolio management group to be fully available at night and possibly over the weekend to consider the transaction(s). |
If your group decides to participate in the offering, the Legal Department will work with your group to implement appropriate Ethical Wall procedures with the goal of ensuring that others at the Firm who do not have the information will not be frozen in their trading securities of the issuer. The shares of the company at issue will be restricted in accounts managed by your group and possibly others at the Firm until after the terms of the financing (or other material non-public information) are publicly announced.
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Creditors Committees
Members of the Firm may be asked to participate on a Creditors Committee which is given access to inside information . Since this could affect the Firms ability to trade in securities in the company, before agreeing to sit on any Creditors Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made.
Information about TCW Products
Employees could come into possession of inside information about the Firms limited partnerships, trusts, and mutual funds that is not generally known to their investors or the public. The following could be considered inside information:
| Plans with respect to dividends, closing down a fund or changes in portfolio management personnel |
| Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or |
| A large-scale buying or selling program or a sudden shift in allocation that was not generally known |
Disclosing holdings of the TCW Mutual Funds on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Mutual Funds to the general public and investors through tcw.com on a monthly basis. This disclosure may occur on or prior to the 15th calendar day following the end of that month (or, if the 15 th calendar day is not a business day, the next business day thereafter). Disclosure of these funds holdings at other times, where a general disclosure has not yet been made through tcw.com, requires special confidentiality procedures and must be pre-cleared with the product attorney (See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure).
In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel . The Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.
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Contacts with Public Companies
Contacts with public companies are an important part of the Firms research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a companys Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.
If an issue arises in this area, a research analysts notes could become subject to scrutiny. Research analysts notes have become increasingly the target of plaintiffs attorneys in securities class actions.
The SEC has declared publicly that they will take strict action against what they see as selective disclosures by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.
If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insiders fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with your product attorney in the Legal Department, the General Counsel or the Chief Compliance Officer .
Expert Networks
The Firm may, from time to time, execute agreements with companies that provide access to a group of professionals, specialized information or research services (Expert Networks). In such circumstances, Expert Networks are engaged to provide authorized TCW employees with information that may be helpful in TCW understanding an industry, legislative initiatives, and many other important topical areas. However, TCW is mindful of the fact that Expert Networks present significant legal, compliance and regulatory risks concerning the receipt and transmission of
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materially non-public information. Given this inherent risk, TCW requires that the compliance policies of each Expert Network are reviewed and approved by our Compliance Department prior to entering into an agreement for services. Furthermore, the Firm requires that each employee who wishes to participate in an Expert Network read and confirm their understanding of the Firm Expert Network Guidelines, as well as complete an Insider Trading training module to ensure that they understand the Firm policies regarding material non-public information and insider trading.
What Is The Effect Of Receiving Inside Information?
Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:
Establish an Ethical Wall around the individual or a select group or department, and/or place a firm wide restriction on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm , whether for a client or personal account unless there is specific approval from the Compliance or Legal Departments.
In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall , the communication prohibition discussed above. The breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to isolate the inside information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.
In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance.
Does TCW Monitor Trading Activities?
Yes, the Compliance Department monitors trading activities through one or more of the following:
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| Conducts reviews of trading in public securities listed on the Restricted Securities List . |
| Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades |
| Conducts monitoring of the Ethical Walls . |
| Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firms policies. |
| Obtains securities holding and transaction reports as required by SEC rules and regulations. |
Penalties and Enforcement by SEC and Private Litigants
Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm . Violations constitute grounds for disciplinary sanctions, including dismissal.
The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. The regulators, the market and the Firm view violations seriously and there can be significant fines, jail time and lawsuits.
Ethical Wall Procedures
The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to quarantine or isolate the individuals or select group of persons with the inside information within the Ethical Wall .
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Identification of the Walled-In Individual or Group
The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors Committee, serving on a Board in a capacity related to the Firms investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the product attorney, the General Counsel , or the Chief Compliance Officer . Therefore, as noted above, advising them if you come into possession of material, non-public information is important. If you are in a group where you expect to continuously receive material non-public information as part of its strategy, a global Ethical Wall may be required to be imposed on the department.
Isolation of Information
Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.
Restrictions on Communications
Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel , the product attorney in the Legal Department or Chief Compliance Officer . Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.
If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel , the product attorney, or the Chief Compliance Officer . In such
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case, the person outside of the group and possibly his or her entire department, thereby will be designated as inside the wall and will be subject to all Ethical Wall restrictions in this policy.
Restrictions on Access to Information
The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.
Trading Activities by Persons within the Wall
Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions excep t:
| Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given ( Note that if the transaction is a secondary trade (vs. a direct company issuance), the product attorney should be consulted to determine any disclosure obligations to the counterparty, and |
| In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client. |
Termination of Ethical Wall Procedures
When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.
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Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain window periods when the company permits such access persons to trade.
Certain Operational Procedures
The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm .
Maintenance of Restricted List
The Restricted Securities List is updated as needed by the Administrator of the Code of Ethics , who distributes it as necessary. The Administrator of the Code of Ethics also updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer , as well as any additional persons, which either of them may approve.
The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List should not be considered the complete list the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.
The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).
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Exemptions
Once an issuer is placed on the Restricted Securities List , any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics .
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Gifts & Entertainment: Anti-Corruption Policy
Access Persons may provide reasonable Gifts and Entertainment for the bona fide purpose of promoting, demonstrating, or explaining Firm services, including fostering strong client relationships.
Where possible, or as required in this Policy, you should notify your supervisor or group or department head before, or after, providing or accepting any Gifts or Entertainment , even if no other approval is required. As discussed below, Access Persons may also be required to obtain approval when giving or receiving certain Gifts and Entertainment . Unless otherwise specified below, if approvals are required, you must submit your request through StarCompliance for approval by the Administrator of the Code of Ethics . Access Persons must obtain prior written approval from the Administrator of the Code of Ethics where required. The Administrator of the Code of Ethics shall elevate the request in the event of high risk or higher value gifts, or as otherwise necessary or appropriate. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment , approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment . It is the Access Persons responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.
Gifts
A Gift is anything of value given or received without paying its reasonable fair value ( e.g . merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses where Access Persons are not present as attendees). Entertainment (as defined below) is not a Gift .
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| A Gift must only be provided as a courtesy or token of regard or esteem ( Token Gift ). |
| Any Token Gifts should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment. |
| Gifts of cash or cash equivalents are prohibited. |
You may not give or accept a Gift if you know, or have reason to know, that it is not permitted under the applicable laws.
Entertainment or Similar Expenditures
Entertainment generally means the attendance by you and your hosts or guests at a meal, sporting event, theater production, or comparable event and also might include travel to, or accommodation expenses at, a conference or an out-of-town event.
| Business Entertainment (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive ( e.g ., 3 days of golf for a 1-day seminar is excessive and not reasonable). |
| You may never pay or accept payment of Entertainment or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws. |
Access Persons are required to follow the approval process set forth below, and in this Policy, to obtain the requisite approvals, if any, before or after giving or receiving Gifts or Entertainment .
Gifts, Entertainment, Payments & Preferential Treatment
Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients independent business judgment. Therefore, the Policy establishes reasonable limits and procedures relating to giving and receiving Gifts and Entertainment .
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If approval is required, Access Persons should request approval through StarCompliance, and wait for a decision before taking any action. The Administrator of the Code of Ethics shall review the submission with your supervisor or department and the Approving Officers , as appropriate. Registered Persons may be required to log gifts & entertainment given or received in StarCompliance. Refer to the table below which describes the Gifts & Entertainment for which a log may be required. If you have any doubt about whether a Gift or Entertainment requires approval, you should err on the side of caution and seek approval. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment , approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment . It is the Access Persons responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.
Gifts Provided By the Firm/ Access Persons
Type of Gift To Be Given |
Approval Required |
|
Cash Gifts (including gift cards) | Prohibited | |
Token Gifts ( e.g . bottles of wine, fruit baskets, books) under $100 (unless given to a Foreign Official or Domestic Official ) | No Approval Required | |
Gifts in excess of $100 that seem appropriate under the circumstances | Pre-Approval Required |
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Personal Charitable Gifts given where the recipient has a known business relationship with or a connection to a client or potential client of the Firm | Pre-Approval Required | |
Gifts to Foreign Officials or Domestic Officials (regardless of value) | Pre-Approval Required | |
Charitable Gifts given on behalf of the Firm | Pre-Approval Required. The Charitable Contribution request form must be completed before making the Gift . | |
Gifts by TCW Funds Distributors LLC (formerly, TCW Brokerage Services), a limited-purpose broker-dealer (TFD) Registered Persons aggregating less than $100 per year |
No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing:
Name of recipient(s)
Date of Gift (s)
Value of Gift (s)
A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firms logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the de minimis standard, then the gift should be logged. |
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Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipients employer. Examples of gifts not relating to the business of the recipients employer include personal gifts (not paid for by TCW) where there is a pre-existing personal or family relationship between you and the recipient. |
Pre-Approval Required, And Must Maintain Log Showing:
Name of recipient(s)
Date of Gift (s)
Value of Gift (s) |
|
Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipients employer | Prohibited | |
Gifts to Unions or Union Officers | Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM-10 Information Report is required to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence. |
Entertainment and Hospitality Provided by the Firm/ Access Persons
Amount |
Approval Required |
|
$250 or less per person and $2,500 or less in aggregate per event | No Approval Required | |
Greater than $250 per person or $2,500 or more in aggregate per event | Pre-Approval Required | |
Attendance and participation at industry sponsored events (for example, purchasing a table at an industry conference) | No Approval Required | |
If provided to a Foreign Official or Domestic Official (regardless of value) | Pre-Approval Required |
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Note that for public pension plans, and in some cases other clients, Gifts or Entertainment may have to be disclosed by the Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification. Therefore, discretion and restraint is advised.
Gifts and Entertainment Received by Firm Personnel
You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances. Access Persons are required to report any gift that they receive worth more than $100 to the Administrator of the Code of Ethics .
If a Gift has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift , (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could affect friendly relations between a third party and the Firm , give it to the Administrator of the Code of Ethics , which will donate it to charity.
If the host of an event is personally present at the event, the event will be considered Entertainment ; otherwise, it will be considered a Gift . You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances. There may be some circumstances where it is difficult to reject an invitation or provision of hospitality or Entertainment . Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the Firm , use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics . The Administrator of the Code of Ethics shall review such situation with your supervisor or department head and the Approving Officers , as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the Entertainment or hospitality. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.
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In light of the nature of Gift -giving and the impromptu nature of some Entertainment , approval for Access Persons accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment . Where prior approval is not possible with respect to impromptu Gifts or Entertainment , the Access Persons receiving such Gift or Entertainment must seek approval as soon as is reasonably practicable. If such Gift or Entertainment received is impermissible under U.S. or local laws, then the Administrator for the Code of Ethics may require the Access Persons to return the Gifts or reimburse such Entertainment received.
Type of Gift/Entertainment Received |
Approval required |
|
Cash Gifts | Prohibited | |
Solicitation by Access Persons of Gifts from clients, suppliers, brokers, business partners, or potential business partners | Prohibited | |
Appropriate Gifts with value of $100 or less* | No Approval Required | |
Tickets(s) to attend an industry conference or seminar paid by a vendor or other third party (note that payment of airfare, accommodations, meals and other expenses paid by such vendor or third party would still require approval, unless exempted per the Speaker Exemption below) | No Approval Required | |
Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances* | Approval Required |
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Gifts given to a wide group of recipients (e.g. closing dinner Gifts , holiday Gifts )* | No Approval Required | |
Gifts received from the same donor more than twice in a calendar year* | Approval Required | |
Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year | Approval Required | |
Entertainment over $250 per event* | Approval Required | |
Out-of-town accommodations and airfare for business conference or other industry event paid by sponsor as speaker expenses, or on the same basis as other attendees (the Speaker Exemption ) | No Approval Required | |
Other out-of-town travel expenses, other than on a business trip or industry conference that is customary and usual for business purposes | Approval Required |
* For Investment Personnel only:
| All Gifts and Entertainment , of any value, received from broker/dealers must be reported in StarCompliance. |
| All Gifts received from broker/dealers with a value in excess of $100/person are prohibited and should be returned to the broker/dealer or turned over to Compliance for appropriate disposition. |
| If an Investment Personnel is granted approval to accept entertainment with a value in excess of $250 per event from a broker/dealer, that person must personally pay the amount in excess of $250 and must maintain records indicating such payment. |
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Foreign Corrupt Practices Act (FCPA)
The FCPA permits small payments to low-level Foreign Officials (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action ( e.g. , processing governmental papers, providing police protection, and providing mail service) under limited circumstances ( Facilitating Payments ). Nevertheless, because such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this Policy prohibits Firm Personnel from making such payments, regardless of whether such payments would be permissible under the FCPA.
Statement of Purpose
TCW (the Firm ) is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the FCPA ), the U.S. Travel Act (the Travel Act), the U.K. Bribery Act of 2010 (the Bribery Act) and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the OECD Convention). The purpose of this Anti-Corruption Policy (the Policy ) is to ensure compliance with all applicable anti-corruption laws and rules.
Of course, no policy can anticipate every possible situation that might arise. As such, Firm Personnel (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor, Firm contact or the Legal or Compliance Departments. When in doubt, Firm Personnel should seek guidance.
Scope
This Policy is mandatory and applies to all directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm , including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located (collectively referred to as Firm Personnel ). Violations of this Policy may result in disciplinary action, up to and including termination of employment and referral to regulatory and criminal authorities.
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Prohibited Conduct
Firm Personnel shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement for the benefit of any person, including a Foreign Official or Domestic Official , with the intent that the recipient misuse his/her position to aid the Firm in obtaining, retaining, or directing business.
Foreign Official includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing. Because U.S. regulators have a very broad view of what constitutes a Foreign Official , Firm Personnel should err on the side of caution by treating counter-parties as Foreign Officials when in doubt.
Domestic Official means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing.
For purposes of this Policy , Foreign Official and Domestic Official also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.
All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses. Personal funds (your own or a third partys) must not be used to accomplish what is otherwise prohibited by this Policy .
Firm Personnel are also prohibited from requesting, agreeing to accept, or accepting Gifts from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.
Health or Safety Exception
Facilitating Payments are permitted in rare circumstances when the health or safety of Firm Personnel (or anyone else) is at risk. If a payment is made pursuant to this limited exception, Firm Personnel must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the individual(s) is no longer at risk. The payment must also be accurately recorded in the Firms books and records.
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Third Party Representatives
Under the FCPA and other anti-bribery laws, the Firm may be held responsible for the misconduct of its agents, representatives, business partners, consultants, contractors or any other third party engaged to act on the Firms behalf (collectively Third Party Representatives ). As such, prior to entering into an agreement with any Third Party Representative regarding business outside the United States, the Firm shall perform anti-corruption related due diligence and obtain from the Third Party Representative appropriate assurances of compliance in accordance with this Policy. The Legal Department is required to approve all engagements with Third Party Representatives. Any anti-corruption compliance issue that comes to the attention of any Firm Personnel must be reported to the General Counsel and addressed before proceeding with the relevant transaction or doing business with or through a Third Party Representative .
Firm Personnel should be alert to the activities of any Third Party Representative with whom they interact and promptly report any suspicious activity to the Legal Department. Firm Personnel should be especially alert to Third Party Representatives who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern). Firm Personnel must consult with the Legal Department whenever encountering a situation involving any anti-corruption issue, including a Red Flag , or any other similar situation.
It is important for Firm Personnel to identify and report anti-corruption compliance issues in the ordinary course of business. To this end, the following shall apply to all Firm Personnel :
a. | Familiarize yourself with the examples of Red Flags listed in this Policy ; Attend anti-corruption training as applicable so you can identify the types of situations that may raise Red Flags or other compliance concerns that are not enumerated in this Policy ; |
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b. | Be vigilant in detecting Red Flags ; it is prohibited to consciously avoid or close your eyes to a violation or to a Red Flag ; |
c. | Look out for Red Flags both before and during a relationship with any transaction partner; and |
d. | If you have information concerning a potential Red Flag , contact the General Counsel immediately. |
No Firm Personnel who in good faith provides information regarding a possible R ed Flag will suffer any retaliation or adverse employment decision as a consequence of such report.
The existence of a Red Flag does not necessarily mean that a violation has occurred or will occur. However, once a Red Flag arises, Firm Personnel must report the Red Flag to the Legal Department who will oversee a reasonable inquiry into the circumstances surrounding the Red Flag . Upon request, other Firm Personnel will cooperate with and assist in the review of the Red Flag . The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.
Red Flag Reporting
Firm Personnel are required to promptly report to the General Counsel any situations that raise anti-corruption compliance Red Flags . All Firm Personnel are expected to be alert to any Red Flags or other situations that may indicate any compliance issues. The existence of a Red Flag requires additional diligence to address potential problems before a transaction may go forward. Red Flags include (but are not limited to):
| A request for reimbursement of extraordinary, poorly documented, or last minute expenses; |
| A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty; |
| A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency; |
| An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business; |
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| A refusal by a party to certify that it will comply with the requirements and prohibitions of this Policy , applicable anti-corruption laws and rules; |
| A refusal, if asked, to disclose owners, partners, or principals; |
| Use of shell or holding companies that obscure an entitys ownership without credible explanation; |
| As measured by local customs or standards, or under circumstances particular to the partys environment, the partys business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm; |
| The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the Firm needs; and |
| In the case of engaging a Third Party Representative, the potential Third Party Representative: |
| has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the Firm ; |
| is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the Firm ; |
| displays ignorance of or indifference to local laws and regulations; |
| is unable to provide appropriate business references; |
| lacks transparency in expenses and accounting records; |
| is the subject of credible rumors or media reports of inappropriate payments; or |
| requests payment that is disproportionate to the services provided. |
Mandatory Reporting
Firm Personnel and Third Party Representatives are required to promptly report to the General Counsel or Chief Compliance Officer any instance in which they believe that they, or any other Firm Personnel or Third Party Representative may have violated this Policy . All suspected violations of this Policy , including minor violations, should be reported. For example, a failure to obtain pre-approval before giving Gifts in excess of $100 should be
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reported. In addition, Firm Personnel and Third Party Representatives must alert the General Counsel or Chief Compliance Officer if anyone solicits improper Gifts , payments or other inducements from them, including any request made by a Foreign Official or Domestic Official for a payment that would be prohibited under this Policy or any other actions taken to induce such a payment.
Firm Personnel may also report suspected violations of this Policy as specified in the Firms Whistleblower Policy.
Books and Records
The Firm is required to maintain books and records that accurately reflect the Firms transactions, use of Firm assets, and other similar information. The Firm is also required to maintain the internal accounting controls necessary to maintain proper control over the Firms actions. The Firm should not create any undisclosed or unrecorded accounts for any purpose. False or artificial entries are not to be made in the books and records of the Firm for any reason.
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Outside Business Activities
General
The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:
| interferes, competes, or conflicts with the interests of the Firm or gives an appearance of a conflict of interest. |
| Employment in the securities brokerage industry is prohibited. |
| Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis. |
| encroaches on normal working time or otherwise impairs performance, |
| implies Firm sponsorship or support of an outside organization, or |
| adversely reflects directly or indirectly on the Firm . |
A conflict of interest may arise if an employee is engaged in an outside business activity ( OBA ) or receives any compensation for outside services that may be inconsistent with the Firms business interests. Examples of OBA s may include, but are not limited to, the following:
| Outside employment |
| Serving as an officer or on the Board of any non-affiliated company or institution |
| Accepting appointment as a fiduciary, including executor, trustee, guardian, conservator or general partner |
| Honorariums, public speaking appearances or instruction courses at educational institutions |
| Serving as an officer or on the Board of any non-investment related organizations that are exclusively charitable, fraternal, religious, civic and are recognized as tax exempt |
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Obtaining Approval/Reporting
All employees are required to obtain pre-approval before engaging in any OBA by completing the Outside Business Activity Form and sending the completed form to the Administrator of the Code of Ethics . The Administrator of the Code of Ethics will then coordinate the approval and reporting process.
In addition, all employees are required to complete the initial Outside Business Activity Form upon their hire, provide an updated form to Compliance upon material changes to the activity or role involved, file a new Outside Business Activity Form prior to the commencement of any new Outside Business Activity, and complete the Report on Outside Business Activity annually.
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Political Activities & Contributions
Introduction
In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.
This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm . Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.
These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individuals right to participate in the political process. If you have any questions about political contributions or activities, contact the Administrator of the Code of Ethics .
General Rules
All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.
No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individuals right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.
All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.
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Fundraising and Soliciting Political Contributions
Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm , unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead is prohibited.
Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:
| originate from the individuals home address, |
| make clear that the solicitation is not sponsored by the Firm , and |
| make clear that the contribution is voluntary on the part of the person being solicited. |
Rules Governing Firm Contributions and Activities
Federal Elections
The Firm is prohibited from:
| making or facilitating contributions to federal candidates from corporate treasury funds, |
| making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities, |
| using, or allowing the use of, corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and |
| making partisan communications to its rank and file employees or to the public at large. |
Contributions to State and Local Candidates and Committees
The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:
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| using the Firms funds for any political contributions to state or local candidates, or |
| making any political contribution in the Firms name. |
Political Activities on Firm Premises and Using Firm Resources
Federal, State, and Local Elections
All employees are prohibited from:
| Using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm-provided refreshments at a political event, and |
| directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action. |
Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:
| the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval. |
| the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month), |
| the activities do not prevent the individual from completing normal work or interfere with the Firms normal activity, |
| the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and |
| the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities. |
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TCW follows the above policy for activities related to state and local elections.
Rules for Individuals
Responsibility for Personal Contribution Limits
Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.
Pre-Approval of all Political Contributions and Volunteer Activity
Each TCW employee, and their spouse, domestic partner and relative or significant other sharing the same house, must obtain pre-approval from the Administrator of the Code of Ethics before :
| making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office, or a campaign committee, political party committee, proposition, referendum, initiative, other political committee or organization (example: Republican or Democratic Governors Association) or inaugural committee. A Contribution includes anything of value given or paid to: |
| influence any election for federal, state or local office; |
| pay any debt incurred in connection with such election; or |
| pay any transition or inaugural expenses incurred by the successful candidate for state or local office. |
| volunteering their services to a political campaign, political party committee, proposition, referendum, initiative, political action committee ( PAC ) or political organization. |
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Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.
New Hires, Transfers and Promotions to Covered Associate Position
New hires, transfers and promotions to positions may not be made without the prior review of their political contributions and activities by Compliance . Human Resources will gather information on any new hire or on any employee being transferred or promoted. The information shall include information about the political contributions or activities of the new hire or employees spouses, domestic partners and relatives or significant others sharing the same house. Compliance can exempt individuals or categories of employees from this review.
Participation in Public Affairs
The Firm encourages its employees to be involved in public affairs and political processes. Normally, participation in public affairs takes place outside of regular business hours. If participation in public affairs requires corporate time, or you wish to accept an appointive office, or you want to run for elective office, contact the Administrator of the Code of Ethics in order to request approval.
You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm .
Employees participating in political activities do so as individuals and not as representatives of the Firm . You may not:
| use either the Firms name or its address in material you mail or fundraising, and |
| identify the Firm in any advertisements or literature, except as necessary biographical information. |
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Other Employee Conduct
Personal Loans
You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.
Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm
Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm . Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firms funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.
Examples of improperly taking advantage of a corporate opportunity include:
| selling information to which an employee has access because of his/her position, |
| acquiring any property interest or right when the Firm is known to be interested in the property in question, |
| receiving a commission or fee on a transaction that would otherwise accrue to the Firm , and |
| diverting business or personnel from the Firm . |
Disclosure of a Direct or Indirect Interest in a Transaction
If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm ), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.
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You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.
Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.
Corporate Property or Services
You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firms expense.
Use of TCW Stationery
You may not use corporate stationery for personal correspondence or other non-job-related purposes.
Giving Advice to Clients
The Firm cannot practice law or provide legal advice.
| Avoid statements that might be interpreted as legal advice; and |
| Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties. |
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Confidentiality
All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer .
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Sanctions
The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code , including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.
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Reporting Illegal or Suspicious Activity Whistleblower Policy
Policy
The Firm is committed to compliance with the law and its policies in all of its operations. The Firms employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firms policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.
The Firm requires that all employees report activity that is illegal or does not comply with the Firms policies and procedures ( Compliance Issues ), including this Code . Reports about Compliance Issues will be held confidentially by the Firm except in limited circumstances. The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy. If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.
Procedure
In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report Compliance Issues .
An employee who has a good faith belief that a Compliance Issue may occur or is occurring is required to come forward and report under this policy. Good faith means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct.
The report should be made to the General Counsel and may be made via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the General Counsel . Reports may also be made directly to the General Counsel , in person or in
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writing (including email). Reports may also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21 st floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication. When making a report, employees should state in as much detail as possible the facts that raised a concern.
The Chief Compliance Officer and General Counsel will consult about the investigation as required. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the Chief Compliance Officer , the General Counsel or an external party.
The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained. To the extent practicable, employees will be kept apprised of the Firm s response to their reports.
The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.
Each quarter (or more frequently as necessary), the General Counsel will provide TCWs Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the California Office of the Attorney Generals whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation
Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.
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Glossary
A
Access Person(s) Includes all of the Firms directors, officers, and employees, except those who (i) do not devote substantially all working time to the activities of the Firm , and (ii) do not have access to information about the day-to-day investment activities of the Firm . A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.
Account A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT , and CBO / CDO / CLO ).
Administrator of the Code of Ethics Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer .
Approving Officers One of the Chief Operating Officer or the Head of Investment Operations Technology in addition to one of the General Counsel or the Chief Compliance Officer .
B
Beneficial Interest an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.
C
CBO Collateralized bond obligation.
CDO Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.
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Chief Compliance Officer The Chief Compliance Officer of TCW . For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.
CLO Collateralized loan obligation.
Code of Ethics or Code This Code of Ethics.
Compliance Issue activity that is illegal or does not comply with the Firms formal written policies and procedures
Contribution includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.
Covered Account Account of an Access Person or Covered Person .
Covered Person Spouse, minor child, relative or significant other sharing a house with an Access Person , or any other person, when the Access Person has a beneficial interest in the persons accounts or securities.
Covered Transaction A transaction in a Covered Account .
D
Direct Purchase Plan An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.
E
Entertainment Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.
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ETF Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.
Ethical Walls or Informational Barriers The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.
Exchange Act Securities Exchange Act of 1934, as amended.
Exempt Securities Those Securities described in the subsection Exempt Securities in the Personal Investment Transactions Policy.
F
Firm or TCW The TCW Group of companies.
Firm Personnel All directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located.
Foreign Official Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official .
G
General Counsel The General Counsel of TCW . For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.
Gift Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment , it does not fall within the category of Gifts .
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I
IPO Initial public offering. An offering of securities registered under the Securities Act , the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act .
Inside information Material, non-public information.
Investment Personnel Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio managers decision, and (ii) a member of the Investment Control Department.
L
Limited Offering An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .
Linked Broker A broker that provides account information by automatic feed to StarCompliance.
LM-10 Information Report Report required for reporting gifts or entertainment to labor unions or union officials.
M
Material Information Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a companys securities.
MetWest Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.
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MetWest Mutual Funds Metropolitan West Funds, each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by MetWest.
N
Non-Discretionary Accounts Accounts for which the individual does not directly or indirectly make or influence the investment decisions.
O
Outside Fiduciary Accounts Certain fiduciary accounts outside of the Firm for which an individual has received the Firms approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics .
P
Private Placements An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .
R
REIT Real estate investment trust.
Registered Person(s) Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD .
Restricted Securities List A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.
Rule 10b5-1 Plan A rule established by the Securities Exchange Commission ( SEC ) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.
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S
SEC Securities and Exchange Commission.
Securities Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs , shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds.
Securities Act Securities Act of 1933, as amended.
T
TAMCO TCW Asset Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.
TCW or Firm The TCW Group of companies.
TCW Advisor Includes TAMCO , TIMCO , MetWest and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.
TCW Alternative Funds or TAF TCW Alternative Funds, including each of its series.
TCW Funds TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO
TCW Mutual Funds Collectively, the TCW Funds , MetWest Mutual Funds, TCW Alternative Funds and TSI and any other registered investment company advised by TIMCO , MetWest or any other affiliate, unless otherwise indicated.
TFD or TCW Funds Distributors LLC A limited-purpose broker-dealer (formerly, TCW Brokerage Services).
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TIMCO TCW Investment Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.
TSI TCW Strategic Income Fund, Inc., a registered, closed-end investment company advised by TIMCO .
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Water Island Capital, LLC
Code of Ethics
April 2017
TABLE OF CONTENTS
1. | Definitions | 1 | ||||||
2. | Introduction | 3 | ||||||
3. | Standards of Business Conduct | 4 | ||||||
4. | Personal Trading | 4 | ||||||
4.1 | Maintenance and Oversight of Personal Trading | 4 | ||||||
4.2 | Access Person Accounts | 5 | ||||||
4.3 | Pre-Clearance | 5 | ||||||
4.4 | Restrictions on Access Person Securities Transactions | 6 | ||||||
4.5 | Reporting | 6 | ||||||
5. | Gifts and Entertainment | 7 | ||||||
5.1 | General Provisions | 7 | ||||||
5.2 | Receiving Gifts and Entertainment | 7 | ||||||
5.3 | Providing Gifts and Entertainment | 8 | ||||||
5.4 | Quarterly Certifications | 9 | ||||||
6. | Outside Business Activities | 9 | ||||||
6.1 | General Provisions | 9 | ||||||
6.2 | Conflict Mitigation | 9 | ||||||
7. | Political Contributions | 10 | ||||||
7.1 | General Provisions | 10 | ||||||
7.2 | Exceptions | 10 | ||||||
7.3 | Reporting | 11 | ||||||
7.4 | Recordkeeping Requirements | 11 | ||||||
7.5 | Compliance Monitoring | 11 | ||||||
8. | Foreign Corrupt Practices Act | 12 | ||||||
8.1 | Prohibited Payments | 12 | ||||||
8.2 | Permissible Payments | 13 | ||||||
8.3 | Compliance Pre-Approval | 13 | ||||||
9. | Administration of the Code of Ethics | 13 | ||||||
9.1 | Confidentiality | 13 | ||||||
9.2 | Review and Disciplinary Action | 13 | ||||||
9.3 | Authority to Provide Exemptions | 13 | ||||||
9.4 | Recordkeeping Requirements | 14 | ||||||
9.5 | Acknowledgment | 14 | ||||||
10. | Mutual Fund Board Reporting and Approval of the Code of Ethics | 14 |
1. Definitions
Employees are responsible for reading and being familiar with each of the definitions below, which are used throughout the Code of Ethics. It is important that you understand the meaning of the definitions as their meaning may be more expansive or restricted than in another context. All defined terms are capitalized in the Code of Ethics.
| Access Person(s) Any partner, officer, director, employee, intern, or consultant 1 who has or may obtain access to non-public information regarding Clients purchase or sale of securities, or non-public information regarding the portfolio holdings of any Client, or any person who is involved in making investment decisions on behalf of Clients, or who has access to such recommendations that are non-public. As the Advisers primary business is providing investment advice, all personnel are presumed to be Access Persons unless otherwise confirmed with the CCO. Each Access Person is required to understand and comply with applicable reporting requirements of this Code. 2 |
| Access Person Account Any account holding Reportable Securities in which an Access Person has Beneficial Ownership. |
| Adviser Water Island Capital, LLC. |
| Automatic Investment Plan A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan. |
| Beneficial Ownership Having or sharing the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities. Generally, an individual is considered to have a Beneficial Ownership interest in Securities held in any account maintained by or for: |
a. | Any member of an Access Persons Immediate Family sharing the same household; |
b. | Any individuals who live in the Access Persons household and over whose purchases, sales or trading activities the Access Person exercises control or investment discretion; |
c. | Any persons for whom the Access Person provides financial support and (a) whose financial affairs the Access Person controls, or (b) for whom the Access Person provides discretionary advisory services with respect to such persons ownership of securities; |
d. | Any trust or other arrangement that names the Access Person as a beneficiary or remainderman; or |
e. | Any partnership, corporation or other entity in which the Access Person has a 25% or greater beneficial interest, or in which the Access Person exercises, either individually or together with others, effective control. |
| CCO The individual designated by the Adviser to serve as Chief Compliance Officer. |
| Client / Client Account Any account, or public or Private Fund advised or sub-advised by the Adviser. |
| Covered Associate Any general partners, managing members or executive officers of the Adviser, employees who solicit government entities for the Adviser and their supervisors, and any political action committee controlled by the Advisers. Executive officers include the president, a vice president in charge of a principal business unit, division or function, and any other officer of the Adviser or any other person who performs policy-making functions for the Adviser. |
1 | The CCO shall determine on a case-by-case basis whether interns, consultants, and temporary employees are Access Persons. |
2 | A list of all Access Persons will be maintained by the Firms Compliance Department. |
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| Ethics Committee A committee composed of the CCO, Managing Member, and a third employee chosen by the CCO and Managing Member. The Ethics Committee may be empaneled from time to time at the request of the CCO to determine disciplinary action for violations of the Code. |
| Exempt Security An Exempt Security means any: |
a. | Direct obligations of the government of the United States; |
b. | Cash or cash equivalents, bankers acceptances, bank certificates of deposit, commercial paper, bank repurchase agreements and other high quality short term debt instruments; |
c. | Shares issued by registered open end mutual funds (including money-market funds), and unit investment trusts, in each case provided they are not shares issued by Client Accounts. ETFs and shares issued by Client Accounts (e.g., interests in private funds and mutual funds advised or sub-advised by WIC) are NOT exempt from pre-clearance and reporting requirements. |
| Federal Securities Laws The Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (SEC) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. |
| Foreign Official Any officer or employee of a foreign government or any department, agency or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization. The definition of Foreign Official should be interpreted broadly, and also includes: |
| Officials in the executive, legislative or judicial branches of a foreign government whether at federal (national), state or local level; |
| Employees and officers of state-owned, state-controlled, or state-operated enterprises; |
| Employees and officers of foreign-government controlled funds, such as pension funds or sovereign-wealth funds; |
| Political parties, political party officials and candidates for political office; and |
| Employees of public international organizations (e.g., the World Bank, IMF and EU). |
| Immediate Family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law, sister-in-law, and includes any adoptive relationship. |
| Limited Offering An offering that is exempt from registration pursuant to sections 4(a)(2) or 4(6) of the Securities Act, or pursuant to Rules 504, 505, or 506 of Regulation D; also known as a private placement. |
| Material Non-Public Information Information that (i) has not been made generally available to the public, and that (ii) a reasonable investor would likely consider important in making an investment decision. Access Persons should consult with Compliance about any questions as to whether information constitutes Material Non-Public Information. |
| Political Contribution Any gift, subscription, loan, advance, or deposit of money or anything of value made for (i) the purpose of influencing any election for federal, state or local office; (ii) payment of debt incurred in connection with any such election; or (iii) transition or inaugural expenses of the successful candidate for state or local office. |
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Page 2 of 14 Amended: April 2017 |
| Private Fund A pooled investment vehicle, such as a hedge fund, that is not subject to registration requirements under the Securities Act of 1933 and Investment Company Act of 1940. |
| Reportable Security Any Security, except (i) Exempt Securities, or (ii) Securities in an account over which you do not have any direct or indirect influence or control, including Third Party Managed Accounts; |
| Restricted Security Any non-Exempt Security that: |
a. | A Client Account owns or is in the process of buying or selling, with the exception of broad-based ETFs with market capitalizations in excess of $5 billion; |
b. | The Firm is researching, analyzing or considering buying or selling for a Client or Client Account (see pre-clearance procedures for investment and risk team members); or |
c. | Is subject to a restriction on trading issued by Compliance pursuant to the Firms Insider Trading policies and procedures. |
| Security Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Any questions about whether an instrument is a Security for purposes of the Code of Ethics should be directed to the CCO. For the avoidance of doubt, the term Security as used in this Code includes all ETFs. |
| Third Party Managed Account An account in which an Access Person has Beneficial Ownership and as to which: |
a. | Pursuant to an agreement and in actual practice, an investment adviser or broker (who is not an Access Person or affiliate of WIC) has full discretionary authority to purchase and sell Securities without prior notification to, discussion with or consent of the accountholder or his/her representatives (including the Access Person); |
b. | The Access Person retains no discretion over decisions to purchase or sell securities; and |
c. | With respect to which communications with the adviser or broker are limited to confirmations and account statements, fee discussions, and other communications and discussions that do not relate to purchases or sales of specific Securities. |
| 529 Plan A college tuition savings plan that meets the requirements of Section 529 of the Internal Revenue Code. |
2. Introduction
Water Island Capital, LLC (WIC, Adviser or the Firm) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act). Rule 204A-1 under the Advisers Act requires all registered investment advisers to adopt a code of ethics that sets forth standards of conduct for Access Persons and requires them to comply with applicable Federal Securities Laws.
Water Island Capital, LLC Code of Ethics |
Page 3 of 14 Amended: April 2017 |
This Code establishes the standards of conduct required of all WIC Access Persons. The Code is designed to govern personal Securities trading activities in a manner consistent with the Advisers Act and Rule 17j-1 under the Investment Company Act of 1940, as amended (the 1940 Act), as well as other regulatory requirements.
The information collected pursuant to this Code is a required element of the Firms reporting to the Board of Trustees of each registered investment company advised or sub-advised by the Firm.
3. Standards of Business Conduct
WIC has a fiduciary duty to act in the best interests of its Clients. High ethical standards are essential to maintaining the confidence of Clients and investors in funds managed by the Firm. The Firms success and long term business interests are best served by adherence to the principle that the interests of Clients come first. Accordingly, the Firm has adopted the following principles to be followed by all of its Access Persons:
| You must put the interests of the Firms Clients before your own personal interests and must act honestly and fairly in all respects in dealings with Clients. |
| You must effect all personal Securities transactions in a manner that avoids any actual or perceived conflict between your personal interests and those of our Clients and fund shareholders. |
| You must avoid actions or activities that allow you or your family to take inappropriate advantage from your position with the Firm, or that bring into question your independence or judgment. |
| You must not disclose Material Non-Public Information to others or engage in the purchase or sale, or recommend or suggest the purchase or sale, of any Security to which such information relates. |
| You must comply with all Federal Securities Laws. |
Adherence to the Code of Ethics is a basic condition of employment by the Firm. If you have any doubt as to the propriety of any activity, you should consult with Compliance.
4. Personal Trading
For the avoidance of doubt, securities transactions effected by Private Funds and mutual funds advised by WIC are exempt from Personal Trading requirements. 3 However, transactions in Securities issued by such funds (e.g., transactions in interests in Private Funds and mutual funds advised by WIC) are subject to the Personal Trading requirements.
4.1 Maintenance and Oversight of Personal Trading
The Firm must be in a position to properly oversee the personal trading activity of its Access Persons. To assist with this oversight requirement, the Firm uses Cordiums Compliance Employee Level Filing (ELF), an online platform designed to facilitate the collection and analysis of the information required by Rule 204A-1. Each Access Person has been provided an ELF account to comply with many of the reporting requirements of this Code, such as maintenance of Access Person Account information, pre-clearance requests, transaction records, initial and annual holdings reports, new employee on-boarding, document distribution, annual and ad-hoc attestations, and compliance questionnaires.
3 | Compliance conducts surveillance of trading in all accounts managed by WIC. |
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Page 4 of 14 Amended: April 2017 |
4.2 Access Person Accounts
The Firm requires that all Access Person Accounts be held with broker/dealers that are capable of providing electronic transaction and holdings feeds directly to ELF. A list of such brokers may be obtained from Compliance. All new Access Person Accounts must be pre-approved by Compliance prior to being opened by submitting a New Brokerage Account notification via the ELF system. It is the responsibility of each Access Person to ensure all of their Access Person Accounts have been approved by Compliance and linked to ELF. Failure to report an account will be treated as a serious breach of this Code.
4.3 Pre-Clearance
It is the responsibility of Access Persons to ensure that all Securities transactions being considered for their Access Person Accounts are not subject to a restriction contained in this Code. Prior to execution, Access Persons are required to obtain pre-clearance through the ELF system for all Reportable Securities transactions in their Access Person Accounts. Pre-clearance for transactions in Reportable Securities will only be effective until the end of the trading day on which the pre-clearance authorization is granted, unless otherwise specified by Compliance in writing.
Private Placements/Limited Offerings
Access Persons must obtain approval from Compliance prior to a transaction in a Limited Offering, including Private Funds managed by WIC. Access Persons seeking approval to transact in a Limited Offering must submit a request via email to Compliance, and furnish any prospectus, private placement memoranda, subscription documents and/or other materials about the investment as Compliance may request. If the request is approved, Compliance will add the Private Placement to the list of Securities in the ELF system, at which time the Access Person can submit the request through ELF. The effective period for pre-approval for a private placement is at the discretion of Compliance, but will be limited to a reasonable period of time prior to the date of the intended transaction.
Pre-Clearance Procedures for Investment and Risk Team Members
All investment and risk team members are required to obtain written approval from the Trading team prior to requesting pre-clearance in the ELF system for any trades in their Access Person Accounts. The Trading team will copy Compliance on all approvals. Compliance will notify the Trading Team immediately of any violations of these procedures.
Exceptions to the Pre-Clearance Requirements
Pre-clearance is not required with respect to the following transactions:
| Transactions in Exempt Securities; |
| Transactions made pursuant to an Automatic Investment Plan; |
| Transactions in a 529 plan; |
| Transactions made in a Third Party Managed Account; and |
| Transactions effected by Private Funds and mutual funds advised by WIC. (Note, however, that transactions in interests issued by Private Funds and mutual funds advised or sub-advised by WIC are subject to pre-clearance, reporting, and minimum holding period requirements). |
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4.4 Restrictions on Access Person Securities Transactions
Restricted Securities
Access Persons may not acquire Beneficial Ownership of Restricted Securities in their Access Person Accounts.
Sale of a Restricted Security
If an Access Person holds a Security in an Access Person Account that subsequently becomes a Restricted Security, the Access Person may be permitted to close the position under the following circumstances:
| The sale may only take place on a day when the Firm is not trading in the Security; |
| Pre-approval request must be submitted through ELF. Once pre-approval has been rejected by ELF, the Access Person must then submit the request to Compliance; and |
| Compliance may approve or reject the request, in writing, based on discussions with trading staff. |
| If approved, the sale can only take place on the same day approval is obtained. |
Initial Public Offerings
Access Persons are prohibited from acquiring for their Access Person Accounts any Security distributed in an initial public offering until trading of the Security commences in the secondary market. (An initial public offering is an offering of Securities registered under the Securities Act of 1933 where the issuer, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act or 1934).
Holding Period
The Firm believes that short-term or excessive personal trading by its Access Persons can raise conflicts of interests. Except as otherwise approved by Compliance in very limited circumstances (such as an unforeseen financial hardship), Access Persons are subject to a minimum 30-calendar day holding period for any Reportable Security in their Access Person Accounts.
4.5 Reporting
Access Persons are required to report their Securities Transactions and Holdings via the ELF system as set forth below.
Holdings Reports
| Initial Each Access Person must submit a holdings report disclosing all Securities of which he or she has Beneficial Ownership (including Securities held in Third Party Managed Accounts) within 10 days of the start of employment. The information contained in the initial holdings report must be current as of a date no more than 45 days prior to the start of employment. |
| Annual Each Access Person must submit an annual holdings report disclosing all Securities of which he or she has Beneficial Ownership (including Securities held in Third Party Managed Accounts) at least once in each 12-month period after submitting the initial holdings report. The information contained in the annual holdings report must be current as of a date no more than 45 days prior to the date the report was submitted. |
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Quarterly Trade Reporting Requirements
Within 30 days after the end of each quarter, all Access Persons must review and confirm a report generated by ELF listing all Reportable Securities transactions effected in their Access Person Accounts during the prior quarter. If any Reportable Securities transactions are missing from the pre-populated ELF report they will need to be added manually prior to submission.
Access Persons who did not effect any Reportable Securities transactions during the previous quarter are required to submit a certification on ELF indicating that no Reportable Securities transactions need to be reported.
Exceptions to the Quarterly Reporting Requirements
Transactions reports do not need to be filed for:
| Automatic Invest Plan accounts; |
| 529 Plan accounts; |
| Transactions effected by accounts managed by WIC. (Transactions in interests in mutual funds and Private Funds managed by WIC are reportable); and |
| Accounts where the Access Person has no investment discretion (e.g., Third Party Managed Accounts). Access Persons are required to inform Compliance of these types of accounts and if requested, provide a letter from their Broker/Dealer or Financial Advisor confirming that the Access Person has no discretion over investment decisions. |
5. Gifts and Entertainment
5.1 General Provisions
Gifts and entertainment can foster goodwill in business relationships; however, the giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with the Firm could call into question the independence of its judgment as a fiduciary of its Clients. If the Firm and/or an employee were found to be acting in a position of undisclosed conflict of interest, it could be considered a breach of fiduciary duty.
Employees may not give or accept cash gifts or cash equivalents to or from Clients, brokers, vendors, or other persons that do business with the Firm.
With respect to dollar limits and reporting thresholds, gifts and entertainment must be valued at the higher of cost or market value. For example, the market value of tickets to a sold-out event may exceed their face value. Employees are responsible for researching the market value of event tickets.
5.2 Receiving Gifts and Entertainment
Prohibitions
Solicitation of gifts or entertainment is strictly prohibited. Employees may not solicit charitable contributions from Clients, brokers, vendors, or other persons that do business with the Firm without the prior approval of Compliance, who shall maintain a record of each such solicitation.
Employees may not accept any gifts or entertainment in exchange for the purchase or sale of any securities to or for any of the mutual funds advised by the Firm. If there is any question about the appropriateness of any particular gift, employees should consult Compliance.
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Gifts
On occasion, employees may be offered, or may receive gifts from Clients, brokers, vendors, or other persons that do business with the Firm. Employees are required to report all gifts via the ELF system unless they are promotional items of nominal value that display the donor firms logo (e.g., umbrellas, tote bags, shirts, etc.). Employees are limited to accepting gifts that have an aggregate value of no more than $100 annually from a single donor. All gifts should be sent to employees at the Firms offices and may not be sent to their homes.
Gifts for infrequent life events (e.g., a wedding gift or congratulatory gift for the birth or adoption of a child) are not subject to the annual limit provided they are customary and reasonable, personal in nature or not in relation to the business of the Firm. In determining whether a gift is personal in nature and not in relation to the business of the Firm, Compliance will consider the nature of any pre-existing personal or family relationship between the donor and the recipient.
Entertainment
Unsolicited business entertainment from Clients, brokers, vendors, or other persons that do business with the Firm, including meals or tickets to cultural and sporting events are permitted if they are not so frequent, lavish or extravagant in the context of the Firms geographic location, or of such high value as to raise a question of impropriety. Employees may not accept entertainment unless (i) there is a business purpose for such event (e.g., relationship building) and (ii) both the employee and the donor are present. Entertainment received that is valued at or estimated to be more than $100 must be reported via the ELF system.
5.3 Providing Gifts and Entertainment
Gifts
Employees may not give any gift(s) with an aggregate value in excess of $100 per year to any person associated with a securities or financial organization, including brokerage firms or other investment management firms, to members of the news media, or to Clients or prospective Clients of the Firm without reporting such gifts to Compliance via the ELF system. Please note that some clients may have gift policies that are more restrictive and may be prohibited from accepting gifts other than promotional items from the Firm.
Entertainment
Employees may provide reasonable entertainment to persons associated with a securities or financial organization, members of the news media, or Clients or prospective Clients of the Firm provided that both the employee and the recipient are present, there is a business purpose for the entertainment and if it is not so frequent, lavish or extravagant in the context of the Firms geographic location, or of such high value as to raise a question of impropriety.
ERISA
ERISA prohibits the acceptance of fees, kickbacks, gifts, loans, money, and anything of value that are given with the intent of influencing decision-making with respect to any employee benefit plan. Many public employee benefit plans are subject to similar restrictions. Employees may never offer gifts or other favors for the purpose of influencing decisions of existing or prospective ERISA Clients. Entertainment of ERISA or public plan trustees may be permissible if there is a business purpose for the entertainment (e.g., review of account performance), but any such entertainment must be consistent with the Code of Conduct of the ERISA plan.
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5.4 Quarterly Certifications
Employees are required to certify each quarter that:
| The gift and entertainment information submitted via the ELF system is accurate and complete; and |
| No gifts or entertainment were received in exchange for the purchase or sale of any securities to or for any of the mutual funds advised by the Firm. |
6. Outside Business Activities
6.1 General Provisions
The Firm requires that employees devote their full professional attention to the interests of the Firm and its Clients. Accordingly, employees are prohibited from engaging in any of the following outside business activities without the prior written consent of the Chief Compliance Officer:
| Engaging in any other business; |
| Acting as an officer of or employed or compensated by any other person for business-related activities; |
| Serving as general partner, managing member or in a similar capacity with partnerships, limited liability companies or Private Funds other than those managed by the Firm or its affiliates; |
| Engaging in personal investment transactions to an extent that diverts an employees attention from or impairs the performance of his or her duties in relation to the business of the Firm and its Clients; |
| Having any direct or indirect financial interest or investment in any dealer, broker or other current or prospective supplier of goods or services to the Firm or the Funds (other than ownership of publicly traded securities) from which the employee might benefit or appear to benefit materially; or |
| Serving on the board of directors (or in any similar capacity) of another company, including not-for-profit corporations. Authorization for board service will normally require that the Firm not hold or purchase any securities of the company on whose board the employee sits. |
6.2 Conflict Mitigation
The Chief Compliance Officer may consult with the Firms Managing Member and/or Management Committee to determine whether the requested outside business activity could pose potential conflicts of interests with the employees duties to the Firm or its Clients, including compliance with the Firms Insider Trading Policy. In addition, all approved outside business activities are subject to the following conditions:
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| The employee is prohibited from implying that he or she is acting on behalf of, or as a representative of, the Firm; |
| The employee is prohibited from using the Firms offices, equipment or stationery for any purpose not directly related to the Firms business; |
| The employee must immediately report to the Chief Compliance Officer any material change with respect to the outside business activity, as well as any conflicts of interests that may arise after the activity is approved. |
7. Political Contributions
7.1 General Provisions
Rule 206(4)-5 under the Advisers Act prohibits investment advisers from providing advisory services for compensation to a government entityeither directly or through a pooled investment vehicleif the adviser or its Covered Associates have made a Political Contribution within the previous two years to an elected official of a state (or political subdivision of a state) who is in a position to influence the selection of the adviser.
The rule further prohibits advisers and Covered Associates from:
| Soliciting or coordinating campaign contributions from others for an elected official who is in a position to influence the selection of the adviser; |
| Soliciting and coordinating payments to political parties in the state or locality where the adviser is seeking business; |
| Paying a third party, such as a solicitor or placement agent, to solicit a government Client on behalf of the investment adviser, unless that third party is an SEC-registered investment adviser, broker-dealer or municipal advisor subject to similar pay-to-play restrictions; |
| Engaging in pay-to-play conduct indirectly, such as by directing or funding contributions through third parties such as spouses, lawyers or companies affiliated with the adviser, if that conduct would violate the rule if the adviser or Covered Associate did it directly. |
7.2 Exceptions
Political Contributions that would otherwise disqualify an adviser from providing investment advisory services to a government entity can be made under the following circumstances:
| De Minimis Contributions SEC rules permit a Covered Associate to make contributions to officials for whom he or she was entitled to vote at the time of the contribution if, in the aggregate, the contributions do not exceed $350 to any one official, per election. If the Covered Associate was not entitled to vote for the official at the time of the contribution, such contribution may not exceed $150, in the aggregate, to any one official, per election. |
| New Covered Associates Contributions made by new Covered Associates more than six months prior to joining the adviser will not disqualify the adviser, as long as such Covered Associates do not solicit Clients for the adviser. |
| Returned Contributions In very limited circumstances, an adviser might not be disqualified from providing investment advisory services to a government entity if the prohibited contribution was less than $350, is discovered within four months of the date of the contribution, and returned within 60 days after the date of discovery. The Firm may not take advantage of this exception more than two times per calendar year, and not more than once per Covered Associate regardless of the time period. |
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7.3 Reporting
All employees are required to report all Political Contributions on the ELF system promptly. Contributions in excess of the de Minimis amounts stated above must be pre-approved by Compliance.
New employees are required to report all Political Contributions made within the two years preceding the start of employment with the Firm.
7.4 Recordkeeping Requirements
The Firm is required to make and keep records for five years of:
| The names, titles, and business and residence addresses of all Covered Associates; |
| All direct or indirect Political Contributions made by the Firm or Covered Associates to an official of a government entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a political action committee. These records must include the name and title of each contributor, the amount and date of each contribution or payment, the name and title of each recipient (including any city/county/state or other political subdivision) of a contribution or payment, and whether any such contribution was the subject of the exception for certain returned contributions; |
| The name and business address of any person or entity to whom the Firm provides or agrees to provide, directly or indirectly, payment to solicit a government entity for investment advisory services on its behalf; |
| All government entities whose accounts were identified as those of a government entityat or around the time of the initial investmentto the Firm or one of its Client servicing employees or Covered Associates; |
| All government entities that sponsor or establish a 529 Plan and have selected a Fund advised by the Firm as an option to be offered by such 529 Plan; |
| All government entities that have been solicited to invest in a Fund advised by the Firm either (i) by a Covered Associate, or (ii) by an intermediary of the Fund if a Covered Associate or Client servicing employee of the Firm participated in or was involved in such solicitation, regardless of whether such government entity invested in the Fund; and |
| All government entities that invest in Funds advised by the Firm whose accounts can reasonably be identified as being held in the name or for the benefit of such government entity on the records of the Fund or the transfer agent. |
7.5 Compliance Monitoring
Compliance will monitor all requests for new Client accounts and subscriptions to identify any U.S. federal, state or local governmental units (including pension and other benefit plans of such units) that may become Clients of the Firm or investors in its funds. Compliance will review Political Contributions made by Covered Associates for the prior two years to determine whether the Firm will be permitted to provide services to such Clients or investors, and if contributions have been made, whether corrective action, including seeking a return of the contribution, should be taken. With respect to investment
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companies advised by the Firm, Compliance will obtain from the Transfer Agent, on a quarterly basis, a list of shareholder accounts that may be coded as government entities. Compliance will assess such information and make a reasonable determination as to whether the accounts are deemed to be a state or local government entity.
8. Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act of 1997, as amended (FCPA), prohibits improper payment to, or other improper transactions with, foreign government officials to influence performance of official duties. The FCPA prohibits offering to pay, paying, promising to pay, or authorizing the payment, directly or indirectly through a third party, of money or anything of value to any foreign official in order to influence any act or decision of the foreign official in his or her official capacity or to secure any other improper advantage in order to obtain or retain business. The FCPA applies to U.S. entities and persons and their officers, directors and employees. Non-U.S. persons are also subject to the FCPA to the extent that they carry out any part of any prohibited activity in or from the U.S.
Business and Client-related investment activities of the Firm that may raise issues under the FCPA include:
| Raising funds or capital or seeking investment management Clients outside the U.S. (including from foreign government or state-owned investment entities or sovereign wealth funds); |
| Acquisition of a significant or controlling interest in a non-U.S. company; |
| Investment in an entity or joint venture owned or partially owned by a foreign government; and |
| Use of consultants, agents, or other third parties in soliciting non-U.S. investors or Clients or in seeking or making non-U.S. investments. |
8.1 Prohibited Payments
Employees are prohibited from making a payment of anything of value to a Foreign Official, directly or indirectly, with the intent to induce the recipient to misuse his or her official position, to obtain any improper advantage or to direct business wrongfully to the Firm. Specifically, employees are prohibited from paying, offering to pay or promising to pay money or anything of value, including but not limited to cash, gifts, entertainment or travel-related expenses. Additional examples of the types of payments that may be considered payments of value that can violate the FCPA include:
| In-kind contributions; |
| Investment opportunities; |
| Subcontracts; |
| Positions in joint ventures; |
| Favorable contracts; |
| Consulting fees; |
| Business opportunities or employment opportunities for family members; |
| Political contributions; and |
| Charitable donations and sponsorships. |
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8.2 Permissible Payments
The FCPA permits certain small facilitating or expediting payments to Foreign Officials to ensure that they perform routine, nondiscretionary governmental duties (e.g. expediting permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pick-up and delivery; providing phone service, power and water supply, or protecting perishable products; and scheduling inspections associated with contract performance or transit of goods across country). The FCPA also permits payment or reimbursement of reasonable and bona fide expenses of a foreign official (e.g., travel and lodging expenses) relating to the promotion, demonstration or explanation of a product or service or to the execution or performance of a contract with a foreign government.
8.3 Compliance Pre-Approval
Employees are required to obtain written approval from Compliance prior to:
| Entering into an arrangement on behalf of the Firm or any of its Clients with a third party intermediary who will act as placement agent or otherwise assist in the solicitation of investors or Clients outside the U.S.; |
| Entering into a transaction on behalf of the Firm or any of its Clients for the acquisition of a significant or controlling interest in a non-U.S. company; |
| Entering into a joint venture on behalf of the Firm or any of its Clients to be owned or to be partially owned by a foreign government or Foreign Official; and |
| Giving a gift of more than a de Minimis value to a Foreign Official. |
9. Administration of the Code of Ethics
9.1 Confidentiality
All information submitted pursuant to this Code will be treated as confidential to the extent permitted by law.
9.2 Review and Disciplinary Action
All information supplied pursuant to the Code will be reviewed by Compliance. 4 Violations of the Code will be discussed with the Ethics Committee. The Firm may impose such sanctions or remedial action as deemed appropriate by the CCO and the Ethics Committee. These sanctions may include, among other things, suspension of trading privileges, disgorgement of profits, suspension or termination of employment. In addition, violators may be subject to civil or criminal penalties.
9.3 Authority to Provide Exemptions
The CCO has the authority to exempt any Access Person from certain provisions of this Code upon a determination that such exemption would not be inconsistent with Clients interests or applicable law. The CCO will prepare a written memorandum of any exemption granted, including a description of the circumstances and reasons for the exemption, and will provide a summary of exemptions granted to the Firms Management Committee on a quarterly basis.
4 | The Firm currently has two compliance officers. The Director of Compliance is responsible for reviewing the CCOs transaction reports and vice-versa. In the absence of the Director of Compliance, the Firms Managing Member will be responsible for reviewing the CCOs compliance with the Code. |
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9.4 Recordkeeping Requirements
Copies of Access Persons reports, confirmations, account statements, compliance reviews, and each version of the Code of Ethics will be maintained as required by applicable recordkeeping requirements.
9.5 Acknowledgment
Compliance will distribute a copy of the Code to all Access Persons annually or when material changes are made to the Code. All Access Persons are required to sign and acknowledge their receipt of this Code by signing an attestation through ELF.
10. Mutual Fund Board Reporting and Approval of the Code of Ethics
The Firm serves as adviser or sub-adviser to a number of mutual funds. The Board of Trustees of each mutual fund advised or sub-advised by the Firm, including a majority of the Independent Directors, must approve the Firms Code of Ethics. In addition, no less frequently than annually, the Firm must provide each mutual fund Board a written report that:
| Describes any issues arising under the Code since the previous report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
| Certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
The Firms CCO is required to notify the Board of each mutual fund advised or sub-advised by the Firm of any material changes to the Code of Ethics within six months of adoption of any such change. The CCO will also provide a memorandum describing the changes to the Code and the reasons for the changes, if applicable.
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C OMPLIANCE P OLICIES & P ROCEDURES M ANUAL
FOR
R EAL E STATE M ANAGEMENT S ERVICES G ROUP , LLC
J ULY 1, 2016
REMS Group, LLC is the sole owner of all rights to this manual and it must be returned to REMS Group, LLC immediately upon termination of employment. The information contained herein is confidential and proprietary and may not be disclosed to any third party or otherwise shared or disseminated in any way without the prior written approval of REMS Group, LLC.
CODE OF ETHICS
Real Estate Management Services Group, LLC
Code of Ethics
Introduction
This is the Code of Ethics {the Code) of Real Estate Management Services Group, LLC { REMS). REMSs policies on Insider Trading and Personal Securities Transactions are included in the Code.
General Principles
REMS is a fiduciary for its investment advisory clients. Because of this fiduciary relationship, it is generally improper for REMS or its employees to:
| use for their own benefit {or the benefit of anyone other than the client) information about REMSs trading or recommendations for client accounts; or |
| take advantage of investment opportunities that would otherwise be available for REMSs clients. |
As a matter of business policy, REMS wants to avoid even the appearance that REMS, its employees or others receive any improper benefit from information about client trading, client accounts or from our relationships with our clients and with the brokerage community.
All employees will be expected to read, understand, and abide by these Policies and to follow all related procedures to uphold the standards of set forth by REMS.
REMS treats violations of this Code {including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, REMS may take disciplinary measures against you, including, without limitation, reducing compensation, demotion, requiring unwinding of the trade, requiring disgorgement of trading gains, suspending or terminating employment, or any combination of the foregoing.
Improper trading activity can constitute a violation of this Code. Nevertheless, you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or
General Principles
REMS is a fiduciary for its investment advisory clients. Because of this fiduciary relationship, it is generally improper for REMS or its employees to:
| use for their own benefit {or the benefit of anyone other than the client) information about REMSs trading or recommendations for client accounts; or |
| take advantage of investment opportunities that would otherwise be available for REMSs clients. |
As a matter of business policy, REMS wants to avoid even the appearance that REMS, its employees or others receive any improper benefit from information about client trading or accounts or from our relationships with our clients or with the brokerage community.
REMS views protecting its clients private information as a top priority and, pursuant to the requirements of the Gramm-Leach-Bliley Act {the GLBA), REMS has instituted policies and
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procedures to ensure that client information is kept private and secure. The Privacy section and the related procedures contained herein, are designed to comply with applicable privacy laws, including the GLBA, and to protect nonpublic personal information of REMS clients.
All employees will be expected to read, understand, and abide by these Policies and to follow all related procedures to uphold the standards of set forth by REMS.
REMS treats violations of this Code {including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, REMS may take disciplinary measures against you, including, without limitation, reducing compensation, demotion, requiring unwinding of the trade, requiring disgorgement of trading gains, suspending or terminating employment, or any combination of the foregoing.
Improper trading activity can constitute a violation of this Code. Nevertheless, you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts.
These terms have special meanings in this Code of Ethics
Supervised Person
This term includes directors, officers, and partners of REMS, as well as any other person occupying a similar status or performing similar functions. REMS may also include in this category temporary workers, consultants, independent contractors and anyone else designated by the Chief Compliance Officer. For purposes of the Code, such outside individuals will generally only be included in the definition of a supervised person if their duties include access to certain types of information, which would put them in a position of sufficient knowledge to necessitate their inclusion under the Code. The Chief Compliance Officer shall make the final determination as to which of these are considered supervised persons. The term Employee as used herein shall include Supervised Persons.
Employee
An Employee is {i) one who has access to nonpublic information regarding any clients purchase or sale of securities, is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic, {ii) each member of the Family/Household {as defined below) of such person that is directly employed by REMS, and {iii) each person to whom such person contributes support. For purposes of this Code, all Supervised Persons and Employees are collectively referred to as Employees.
Advisory Client
Any person to whom or entity to which REMS serves as an investment adviser, renders investment advice to or makes any investment decisions for a fee is considered to be a client.
Beneficial Ownership
Means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. Beneficial Ownership is a very broad concept.
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Chief Compliance Officer
The person appointed by REMS as specified in Exhibit A or another person that has been designated to perform the functions of Chief Compliance Officer when the named Chief Compliance Officer is not available. For purposes of reviewing the Chief Compliance Officers own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by an executive officer of REMS, or alternate staff member, and shall be clearly denoted in REMSs compliance files.
Securities
Anything that is considered a security under the Investment Company Act of 1940, except :
| Direct obligations of the U.S. Government. |
| Bankers acceptances, bank certificates of deposit, commercial paper and high quality short- term debt obligations, including repurchase agreements. |
| Shares of open-end investment companies that are registered under the Investment Company Act {mutual funds). |
This is a very broad definition of security. If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the CCO.
Non-Reportable Securities
Specifically exempt from the definition of Securities are: treasury securities; bank certificates of deposits, commercial paper, etc.; money market fund shares; shares of open-end mutual funds that are not advised or sub-advised by REMS; and units of a unit investment trust if the UIT is invested exclusively in unaffiliated mutual funds.
Members of your Family/Household include
| Your spouse or domestic partner {unless they do not live in the same household as you and you do not contribute in any way to their support). |
| Your children under the age of 18. |
| Your children who are 18 or older {unless they do not live in the same household as you and you do not contribute in any way to their support). |
| Any of the people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, including adoptive relationships. |
| Any of the above to whom you provide investment advice whether they live in the same household or not. |
There are several reasons why this Code covers transactions in which members of Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that is supported financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that persons support. Second, members of a household could, in some circumstances, learn of information regarding REMSs trading or recommendations for client accounts, and they must not be allowed to benefit from that information.
Guidelines for Professional Standards
| All Employees must at all times reflect the professional standards expected of those engaged in the investment advisory business, and shall act within the spirit and the letter of the federal, state and local laws and regulations pertaining to investment advisers and the general conduct of business. These standards require all personnel to be judicious, accurate, objective, and reasonable in dealing with both clients and other parties so that their personal integrity is unquestionable. |
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| All Employees are required to report any violation of the Code, by any person, to the Chief Compliance Officer or other appropriate person of REMS immediately. Such reports will be held in confidence. |
| Employees must place the interests of Advisory Clients first. All Employees must scrupulously avoid serving their own personal interests ahead of the interests of REMSs Advisory Clients. In addition, Employees must work diligently to ensure that no client is preferred over any other client. |
| All Employees are naturally prohibited from engaging in any practice that defrauds or misleads any client or the Mutual Funds, or engaging in any manipulative or deceitful practice with respect to clients or securities or the Mutual Funds, employing any device, scheme or artifice to defraud the Mutual Fund or making any untrue statement of a material fact to the Mutual Funds or omitting to state a material fact necessary in order to make the statements made to the Mutual Funds, in light of the circumstances under which they are made, not misleading. |
| No Employee may serve on the board of directors of any publicly traded company without prior written permission by the Chief Compliance Officer, or other appropriate personnel. |
| Employees must conduct all personal securities transactions in full compliance with this Code. Doubtful situations always should be resolved in favor of Advisory Clients and in cooperation with the Chief Compliance Officer. Technical compliance with the Codes provisions shall not automatically insulate from scrutiny any securities transactions or actions that could indicate a violation of REMSs fiduciary duties. |
| Personal transactions in securities by Employees must be accomplished to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of REMSs clients. Likewise, Employees must avoid actions or activities that allow {or appear to allow) a person to profit or benefit from his or her position with REMS at the expense of clients, or that otherwise bring into question the persons independence or judgment. |
| REMS has adopted Insider Trading Policies, which set parameters for the establishment, maintenance, and enforcement of policies and procedures to detect and prevent the misuse of material non-public information. |
| Employees are prohibited from accepting compensation for investment related services from outside sources without the specific prior written permission of the Chief Compliance Officer or other appropriate personnel. |
| When any Employee faces a conflict or potential conflict between their personal interest and the interests of clients, they are required to immediately report the conflict to the Chief Compliance Officer for instruction regarding how to proceed. |
| The recommendations and actions of REMS are confidential and private matters. Accordingly, we have adopted a Privacy Policy to prohibit the transmission, distribution, or communication of any information regarding securities transactions in client accounts or other non-public information, except to broker/dealers or other bona fide service providers in the ordinary course of business. In addition, no information obtained during the course of employment regarding particular securities {including internal reports and recommendations) may be transmitted, distributed, or communicated to anyone who is not affiliated with REMS, without the prior written approval of REMS management or the Chief Compliance Officer. |
| No Employee may solicit or accept gifts or gratuities from clients, brokers, vendors or other persons in connection with the employees activities at or on behalf of the Firm. Notwithstanding the foregoing general prohibition, an employee may accept gifts of a |
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nominal value {i.e., gifts whose reasonable value is no more than $250 in the form of promotional items such as pens, mugs, T-shirts, or similar items) and an employee may accept customary business meals, entertainment {e.g., sporting events, concerts), and similar items in an amount of $500* without prior written approval from the Chief Compliance Officer. If an Employee receives any gift that might be prohibited under this Code, the Employee must return the gift and inform the CCO. |
| No Employee may give on their own behalf or on behalf of REMS any gift which has a nominal value in excess of $250 { i.e. , gifts whose reasonable value is no more than $250 in the form of promotional items such as pens, mugs, T-shirts, or similar items) or customary business meals, entertainment { e.g. , sporting events, concerts), and similar items in an amount of $500 without prior written approval from the Chief Compliance Officer or where prior approval is impractical prompt notification to the CCO after the event. |
* | The value of meals and entertainment over $500 will be evaluated as to reasonability based upon location, number of attendees and other relevant factors. |
Personal Trading Policies
General Information
The following policies and procedures apply to all accounts owned or controlled by an Employee, those accounts owned or controlled by members of the Employees immediate family, including any relative by blood or marriage living in the same household, and any account in which the Employee has any beneficial interest, such as a trust account, certain investment pools in which you might participate, and certain accounts that others may be managing for you. These accounts are collectively referred to as covered accounts. Any account in question should be addressed with the Chief Compliance Officer immediately to determine if it is a covered account.
Reporting Requirements
The reports described below must be filed, even if you have no holdings, transactions, or accounts to list in the reports.
Copies of all reporting forms may be obtained from the Chief Compliance Officer.
1. | Initial Holdings Reports |
No later than 10 calendar days after you become an employee {or within 10 days of the adoption of this Code if you were already an employee at the time of its adoption), you must file an Initial Holdings Report with the Chief Compliance Officer.
The Initial Holdings Report requires you to list all brokerage accounts and securities owned or controlled by you, or members of your Family/Household of which you may reasonably be assumed to have or should have knowledge of. It also requires you to list all brokers, dealers and banks where you maintained an account in which any security {not just Covered Securities) may be deemed to be in any way real estate related and is held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an employee {or on the date this Code was adopted, if you were already an employee on such date).
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Each Employee shall instruct the broker of record for the covered account{s) to send duplicate confirmations and brokerage statements to REMS, c/o the Chief Compliance Officer. If the Employee does not have duplicate statements sent, copies must be provided to the CCO within 30 days of receipt. Each Employee must notify the Chief Compliance Officer of any updates or changes to his or her covered accounts within 10 days of such update or change.
The Initial Holdings Report also requires confirmation that you have read and understand this Code and that you understand that it applies to each Employee and members of their Family/Household.
Each Employee is responsible for notifying the CCO of any new accounts opened by the Employee or by a member of their Family/Household during the year which would meet the reporting requirements for the Initial Holdings Report and insure that the CCO is provided duplicate copies of confirmations and brokerage statements from the broker of record.
2. | Annual Certification |
Each Employee must file an Annual Certification with the Chief Compliance Officer. The CCO shall forward the document to Employees. The certification must be signed and returned to the CCO within 10 days from receipt.
The Annual Certification requires the Employee to verify that the list of accounts previously provided to the CCO contains all accounts which may contain securities deemed to be in any way real estate related in which the Employee {or a member of their Family/Household) had Beneficial Ownership as of December 31 of the prior year of which you may reasonably be assumed to have or should have knowledge of.
The Annual Certification also requires confirmation that each Employee has read and understands this Code, has complied with its requirements, and understands that it applies to you and members of your Family/Household.
Review and Recordkeeping
1. | The Chief Compliance Officer shall review and compare all reported transactions with: |
a. | the transactions of the Employee indicated on his or her confirmations and account statements; and |
b. | the transactions of clients of REMS. |
2. | If the Chief Compliance Officer suspects that an Employee has violated these Procedures, the alleged violation shall be investigated, and, as a part of that investigation, the Employee shall have an opportunity to explain why the violation occurred or did not occur. |
3. | If the Chief Compliance Officer concludes that an Employee has violated these Procedures, a report of such violation shall be submitted, including scope and results of the investigation of such violation, and a recommendation on what steps should be taken to address such violation, including recommending sanctions if warranted, to the chief executive officer of the Investment Adviser. |
4. | After reviewing the report of the Chief Compliance Officer and any other relevant information, the chief executive officer and/or other officers designated to review violations of these Procedures, shall as he or she deems appropriate, impose a sanction, which may include a letter of censure, forfeiture of profits, suspension, and/or termination of employment. |
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5. | All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the board of directors of the Funds. |
REMS reserves the right to require the employee to reverse, cancel or freeze, at the employees expense, any transaction or position in a specific security if REMS believes the transaction or position violates its policies or appears improper. REMS will keep all such information confidential except as required to enforce this policy or to participate in any investigation concerning violations of applicable law.
Exceptions from Reporting
Permitted Exceptions
Purchases and sales of the following Securities are exempt from the restrictions:
1. | Certain Debt Instruments. Any transaction in the following: |
a. | bankers acceptances, |
b. | bank certificates of deposit, |
c. | commercial paper, |
d. | repurchase agreements, |
e. | securities that are direct obligations of U.S. Government, and |
f. | high quality short term debt instruments {generally any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest ratings categories by Standard & Poors, Moodys, Fitch IBCA or Duff & Phelps); |
2. | No Knowledge or Control. Securities Transactions where the employee has no knowledge of the transaction before it is completed, or where the transaction is effected in an account over which such person has no direct or indirect influence or control {for example, Securities Transactions effected for an employee by a trustee of a blind trust, or discretionary trades involving an investment partnership or investment club, in connection with which the employee is neither consulted nor advised of the trade before it is executed); |
3. | Certain Corporate Actions. Any acquisition of Securities through stock dividends, dividend reinvestments stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities; |
4. | Mutual Funds. Any purchase or sales of a Security issued by any non-affiliated registered open-end investment companies {pre clearance is required for REMS Mutual Funds); |
5. | Municipal Bonds; |
6. | Sovereign Bonds; |
7. | Futures on a broad-based securities index; |
8. | The exercise of rights that were received pro rata with other security holders, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; |
9. | Other non-volitional events such as assignment of options or exercise of an option at expiration; and |
10. | Commodities and Currency transactions {including commodity and currency futures). |
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Prohibited and Restricted Transactions
1. | Neither the Employee nor any Family/Household member may acquire any Beneficial Ownership in any security {not just Covered Securities) in an initial public offering without first seeking written approval from the Chief Compliance Officer. |
2. | Purchases and sales of restricted securities issued by public companies are generally prohibited, unless the Chief Compliance Officer determines that the contemplated transaction will raise no actual, potential, or apparent conflict of interest. |
3. | Any Employee wishing to purchase or sell a security obtained through a private placement, including purchase of any interest in a hedge fund, must first seek approval by the Chief Compliance Officer. In addition, if an Employee who owns a security in a private company knows that REMS is about to engage in an IPO, she/he must disclose this information to the Chief Compliance Officer. |
Case-by-Case Exemptions
Because no written policy can provide for every possible contingency, the Chief Compliance Officer may consider granting additional exemptions from the Prohibitions on Trading on a case-by-case basis. Any request for such consideration must be submitted by the Employee in writing to the Chief Compliance Officer. Exceptions will only be granted in those cases in which the Chief Compliance Officer determines that granting the request will create no actual, potential, or apparent conflict of interest.
Pre-clearance
With respect to real estate related securities and transactions of Fund shares, the Employee and members of their Family/Household are prohibited from engaging in any transaction for any account in which the Employee or a Family/Household member has any Beneficial Ownership, unless you obtain, in advance of the transaction, pre-clearance for that transaction. Pre-clearance is obtained by first completing and signing the Pre Clearance Form. {A copy of the Pre-Clearance Form can be obtained from the Chief Compliance Officer.) The Pre-Clearance Form is then submitted to the Chief Compliance Officer for pre-clearance. Reasons supporting the acquisition of any limited offering or IPO must be stated in the Pre-Clearance Form.
If pre-clearance is obtained, the approval is valid for the day on which it is granted and the immediately following business day. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before execution of the transaction. The Chief Compliance Officer may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any Security if REMS has a buy or sell order pending for that same security or a closely related security {such as an option relating to that security, or a related convertible or exchangeable security).
The pre-clearance requirements do not apply to the following categories of transactions:
| Transactions in Securities issued or guaranteed by any national government, that is a member of the Organization for Economic Cooperation and Development, or any agency, or authority thereof. |
| Transactions that occur by operation of law or under any other circumstance in which neither the Employee nor any Family/Household member exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. |
| Purchases of Securities pursuant to an automatic dividend reinvestment plan. |
| Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Securities held by the Employee {or Family/Household member) and received from the issuer. |
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Blackout Period
The blackout period described below applies to employees of REMS who are most likely to have access to information about which securities will be purchased or sold on behalf of client accounts. It is designed to prevent front running and various other activities that create conflicts with the interests of clients.
No Employee {including any member of the Family/Household of such Employee) may purchase or sell any Covered Security which may be deemed to be in any way real estate related within the two calendar days immediately before or after a calendar day on which any client account managed by REMS purchases or sells that Covered Security {or any closely related security, such as an option or a related convertible or exchangeable security), unless the Employee had no actual knowledge that the Covered Security {or any closely related security) was being considered for purchase or sale or was in fact purchased or sold for any client account. Note that the total blackout period is 5 days {the day of the client trade, plus two days before and two days after).
REMS recognizes that certain situations may occur entirely in good faith and will not take disciplinary measures in such instances if it appears that the Employee acted in good faith and in the best interests of REMSs clients. The above notes are not intended to specify instances of compliance and non-compliance with the Blackout Period restrictions, but rather are provided for clarification purposes to help ensure that any apparent or real conflicts that may arise between compliance with the Blackout Period and the pursuit of clients interests are always resolved in favor of the clients interests.
The blackout requirements do not apply to the following categories of transactions:
| Transactions that occur by operation of law or under any other circumstance in which neither the Employee nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. |
| Purchases of Securities pursuant to an automatic dividend reinvestment plan. |
| Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Securities held by the Employee {or Family/Household member) and received by the Employee {or Family/Household member) from the issuer. |
Insider Trading
The purpose of these policies and procedures {the Insider Trading Policies) is to educate Employees regarding insider trading, and to detect and prevent insider trading by any person associated with REMS. The term insider trading is not defined in the securities laws, but generally, it refers to the use of material, non-public information to trade in securities or the communication of material, non- public information to others.
Prohibited Activities
All Employees of REMS, including contract, temporary, or part-time personnel, or any other person associated with REMS are prohibited from the following activities:
a) | trading or recommending trading in securities for any account {personal or client) while in possession of material, non-public information about the issuer of the securities; or |
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b) | communicating material, non-public information about the issuer of any securities to any other person. |
The activities described above are not only violations of these Insider Trading Policies, but also may be violations of applicable law.
Reporting of Material, Non-Public Information
Any Employee who possesses or believes that she/he may possess material, non-public information about any issuer of securities must report the matter immediately to the Chief Compliance Officer. The Chief Compliance Officer will review the matter and provide further instructions regarding appropriate handling of the information to the reporting individual.
Definitions
Material Information
Material information generally includes:
| any information that a reasonable investor would likely consider important in making his or her investment decision; or |
| any information that is reasonably certain to have a substantial effect on the price of a companys securities. |
Examples of material information include the following: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Non-Public Information
Information is non-public until it has been effectively communicated to the market and the market has had time to absorb the information. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation would be considered public.
Insider Trading
While the law concerning insider trading is not static, it generally prohibits: {1) trading by an insider while in possession of material, non-public information; {2) trading by non-insiders while in possession of material, non-public information, where the information was either disclosed to the non-insider in violation of an insiders duty to keep it confidential or was misappropriated; and {3) communicating material, non-public information to others.
Insiders
The concept of insider is broad, and includes all Employees of a company. In addition, any person may be a temporary insider if she/he enters into a special, confidential relationship with a company in the conduct of a companys affairs and as a result has access to information solely for use in REMSs business purposes. Any person associated with the Adviser may become a temporary insider for a company it advises or for which it performs other services. Temporary insiders may also include the following: a companys attorneys, accountants, consultants, bank lending officers and the employees of such organizations.
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Penalties for Insider Trading
The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. An Employee may be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include:
| civil injunctions |
| jail sentences |
| revocation of applicable securities-related registrations and licenses |
| fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and |
| fines for the Employee or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. |
In addition, REMSs management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.
Sanctions
All disciplinary responses to violations of the Code shall be recommended by the Chief Compliance Officer to the Managing Director of REMS for approval and administration. Determinations regarding appropriate disciplinary responses will be administered on a case-by-case basis.
Certification
Upon REMS adoption of this Code and annually thereafter, all Employees are required to certify in writing his or her understanding and continuing acceptance of, as well as agreement to abide by, the guidelines and polices set forth herein. Additionally, any change or modification to the Code will be distributed to all Employees and they will be required to certify in writing their receipt, understanding, and acceptance of the change{s).
Political and Charitable Contributions
Employees making political contributions of more than $150, in cash or services under the below circumstances must report each such contribution to the CCO, who will compile and report thereon as required under relevant regulations. In accordance with Rule 206{4)-5 under the Investment Advisers Act of 1940:
| Where REMS and/or its Employees have made a political contribution of more than $150 to an elected official of a state or local government entity who is in a position to influence the selection of REMS for government contracts, REMS and its Employees will be prohibited from providing advisory services, for compensation {either directly or through a pooled investment vehicle) to that government entity for two years. |
| REMS and/or its Employees are prohibited from soliciting or coordinating campaign contributions from othersa practice referred to as bundling for an elected official who is in a position to influence the selection of REMS. REMS and/or its Employees are also prohibited from the solicitation and coordination of payments to political parties in the state or locality where REMS is seeking business. |
| REMS and/or its Employees are prohibited from paying a third party, such as a solicitor or placement agent, to solicit a government client on behalf of REMS, unless that third party is an SEC-registered investment adviser or broker-dealer subject to the restrictions under Rule 206{4)-5 under the Investment Advisers Act of 1940. |
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Confidentiality
As an essential part of employment, REMS Employees will have access to Trade Secrets, Client Nonpublic Personal Information and Company Confidential Information which are the sole and exclusive property of REMS.
Trade Secrets
Those special and unique items which are not commonly known by or available to the public and which information REMS and REMS Clients derive substantial economic value. The Company considers its proprietary Value, Yield-Advantage analysis of public real estate companies, including but not limited to its Risk Control Monitor, stock selection screens, company financial models and related portfolio structuring and trading practices as fundamentally distinct from other investment groups and examples of REMS Trade Secrets.
Client Nonpublic Personal Information
Information with respect to current and former individual Clients and prospective Clients required to be maintained in confidence and protected by REMS including any personally identifiable financial information provided to REMS in subscription/new client documents or otherwise by the Client or its representatives that is not publicly available, any list that is derived using any personally identifiable financial information that is not publicly available, account balances and investment information, and the identity of the Client as a REMS client or a fund investor; and in particular encompasses social security numbers, personal cell phone numbers, home email addresses, net worth and investments, and credit information.
REMS views protecting its clients private information as a top priority and, pursuant to the requirements of the Gramm-Leach-Bliley Act {the GLBA), REMS has instituted the herein described policies and procedures to ensure that client information is kept private and secure.
Company Confidential Information
Information {in any form or media whatsoever) regarding REMS Clients, prospective Clients, terms of contracts with Clients, planning and financial information of REMS or its Clients, marketing strategies, REMS finances and strategic planning, employee compensation or other employment practices, logos, trade names, service marks, internal forms and procedures, or other business information relating to REMS which REMS determines to have value to its business.
Employees may use the Trade Secrets, Client Nonpublic Personal Information and Company Confidential Information solely for the benefit of REMS and its Clients in the course of Employees duties with REMS. Any disclosures by an Employee to a third party outside of the Employees duties and responsibilities must be by expressly authorized by either REMS President or Managing Director. Employees will not, directly or indirectly, while Employee is in REMS employ or at any time thereafter, disclose to any person, or improperly use or exploit, any Trade Secret, Client Nonpublic Personal Information or Confidential Information which was disclosed to Employee or came within Employees knowledge while at REMS. This encompasses any such disclosure for Employees own personal benefit, or the benefit of any entity to which Employee is then employed or engaged or may become employed or engaged, or other third party where the disclosure is not authorized by REMS.
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Upon separation from the Company for any reason, Employees shall promptly deliver to REMS all property belonging to the company, including, without limitation, all Company Confidential Information and Trade Secrets in the Employees possession, custody or control. REMS may use all legal avenues available to enforce this section.
Privacy Policy
This Privacy Policy applies to all nonpublic personally identifiable information of our former, current and prospective clients.
Overview of the Guidelines for Protecting Client Information
In Regulation S-P, the Securities and Exchange Commission {the SEC) published guidelines, pursuant to section 501{b) of the GLBA, that address the steps a financial institution should take in order to protect client information. The overall security standards that must be upheld are:
1. | Ensure the security and confidentiality of client records and information; |
2. | Protect against any anticipated threats or hazards to the security or integrity of client records and information; and |
3. | Protect against unauthorized access to or use of client records or information that could result in substantial harm or inconvenience to any client. |
Employee Responsibility
1. | Each Employee has a duty to protect the nonpublic personal information of clients collected by REMS. |
2. | No Employee is authorized to disclose or use the nonpublic information of clients on behalf of REMS. |
3. | Each Employee has a duty to ensure that nonpublic personal information of REMS clients is shared only with Employees and others in a way that is consistent with REMS Privacy Notice and the procedures contained in this Policy. |
4. | Every employee has a duty to ensure that access to nonpublic personal information of REMS clients is limited as provided in the Privacy Notice and this Policy. |
5. | No Employee is authorized to sell, on behalf of REMS or otherwise, nonpublic information of REMS clients. |
6. | Employees with questions concerning the collection and sharing of, or access to, nonpublic personal information of REMS clients must look to REMS CCO for guidance. |
7. | Violations of these policies and procedures will be addressed in a manner consistent with other Company disciplinary guidelines. |
Information Practices
REMS collects nonpublic personal information about clients from various sources. These sources and examples of types of information collected include:
1. | Product and service applications or other forms, such as client surveys, agreements, etcinformation typically gathered: name, address, age, social security number or taxpayer ID number, assets and income; |
2. | Transactionsaccount balance, types of transactions and investments; |
3. | Other third party sources. |
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Disclosure of Information to Non-affiliated Third Parties
REMS has a do not share policy. We do not disclose nonpublic personal information to nonaffiliated third parties, except under one of the GLBA privacy exceptions, as described below. Since REMS currently operates under a do not share policy, it does not need to provide the right for its clients to opt out of information sharing with nonaffiliated third parties, as long as such entities are exempted as described below. If our information sharing practices change in the future, we will implement opt out policies and procedures, and we will make appropriate disclosures to our clients.
Types of Permitted DisclosuresThe Exceptions.
Regulation S-P contains several exceptions that permit REMS Group, LLC to disclose client information
{the Exceptions). For example, REMS Group, LLC is permitted under certain circumstances to provide information to non-affiliated third parties to perform services on REMS behalf. In addition, there are several ordinary course exceptions which allow REMS Group, LLC to disclose information that is necessary to effect, administer, or enforce a transaction that a client has requested or authorized. A more detailed description of these Exceptions is set forth below.
1. | Service Providers |
REMS may from time to time have relationships with non-affiliated third parties that require it to share client information in order for the third party to carry out services for REMS. These nonaffiliated third parties would typically represent situations where REMS Group, LLC or its employees offer products or services jointly with another financial institution, thereby requiring REMS to disclose client information to that third party.
Every nonaffiliated third party that falls under this exception is required to enter into an agreement that will include the confidentiality provisions required by Regulation S-P, which ensure that each such nonaffiliated third party uses and re-discloses client nonpublic personal information only for the purpose{s) for which it was originally disclosed.
2. | Processing and Servicing Transactions |
REMS may also share information when it is necessary to effect, administer, or enforce a transaction for our clients or pursuant to written client requests. In this context, Necessary to effect, administer, or enforce a transaction means that the disclosure is required, or is a usual, appropriate, or acceptable method:
a. | To carry out the transaction or the product or service business of which the transaction is a part, and record, service, or maintain the consumers account in the ordinary course of providing the financial service or financial product; |
b. | To administer or service benefits or claims relating to the transaction, product or service of which it is a part; |
c. | To provide a confirmation, statement, or other record of the transaction, or information on the status or value of the financial service or financial product to the consumer or the consumers agent or broker; or |
d. | To accrue or recognize incentives or bonuses associated with the transaction that are provided by REMS or any other party. |
3. | Sharing as Permitted or Required by Law |
REMS may disclose information to nonaffiliated third parties as required or allowed by law. This may include, for example, disclosures in connection with a subpoena or similar legal process, a fraud investigation, recording of deeds of trust and mortgages in public records, an audit, or examination.
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REMS has taken the appropriate steps to ensure that it is sharing client data only within the Exceptions noted above. REMS has achieved this by understanding how REMS shares data with its clients, their agents, service providers, parties related to transactions in the ordinary course or joint marketers.
Mutual Funds records are subject to the same standards on security and safeguarding.
Privacy Notice
REMS Group, LLC has developed a Privacy Notice, as required under Regulation S-P, to be delivered to clients initially and on an annual basis. The notice discloses REMS information collection and sharing practices and other required information and has been formatted and drafted to be clear and conspicuous. The notice will be revised as necessary any time information practices change. A copy of REMS Group, LLCs Privacy Notice is included as Appendix D.
Privacy Notice Delivery
| Initial Privacy Notice - As regulations require, all new clients receive an initial Privacy Notice at the time when the client relationship is established, for example on execution of the agreement for services. |
| Annual Privacy Notice - REMS Group, LLC will deliver its annual Privacy Notice in conjunction with the annual offer of its Form ADV Part 2. |
Revised Privacy Notice
Regulation S-P requires that REMS amend its Privacy Policy and distribute a revised disclosure to clients if there is a change in REMS collection, sharing, or security practices.
Service on a Board of Directors
Employees shall not serve on the board of directors of publicly traded companies without the prior authorization of the CCO. Any such approval may only be made if it is determined that such board service will be consistent with the interests of the clients and of REMS, and that such person serving as a director will be isolated from those making investment decisions with respect to such company by appropriate procedures. A director of a private company may be required to resign, either immediately or at the end of the current term, if REMS goes public during his or her term as director.
Reporting Violations
Employees must report known or suspected violations of REMSs Code Of Ethics promptly to the CCO. If the CCO is involved in the violation or is unreachable, Employees may report directly to REMS Management. All reports of violations will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Persons may report violations of the Code of Ethics on an anonymous basis. Examples of violations that must be reported are {but are not limited to):
| noncompliance with applicable laws, rules, and regulations; |
| fraud or illegal acts involving any aspect of REMS business; |
| material misstatements in regulatory filings, internal books and records, clients records or reports; |
| activity that is harmful to clients, including fund shareholders; and deviations from required controls and procedures that safeguard clients and REMS. |
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No retribution will be taken against a person for reporting, in good faith, a violation or suspected violation of this Code of Ethics or a violation of any of REMS policies or procedures.
Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.
Annual Reporting Package
The CCO will send out annually, a Compliance Package to all Employees. The Compliance Package shall include:
1. | Annual Personal Securities Holdings Form, |
2. | Annual Certification of Compliance with the Personal Securities Transactions Disclosure Requirements and Code of Ethics, |
3. | Outside Business Activities Reporting Form, and |
4. | Acknowledgement of Receipt and Acceptance of the Compliance Manual. |
This Compliance Package must be returned to the CCO within 30 days of receipt.
In addition to the above code of ethics, REMS Group, LLC and its employees are subject to the Code of Ethics for the Funds and will comply with all provisions of said Code.
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C ONESTOGA C APITAL A DVISORS , LLC
Code of Ethics
1. | GOVERNING STANDARDS |
This Code of Ethics (the Code) has been adopted by Conestoga Capital Advisors, LLC (CCA), the Conestoga Small Cap Fund and Conestoga SMid Cap Fund (the Funds) to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (Advisers Act) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the 1940 Act). The Code, which has been designed to identify potential conflicts of interests that may exist when employees execute transactions on behalf of their personal accounts or those over which they maintain beneficial ownership, contains procedures that have been reasonably designed to prevent and detect fraudulent, deceptive or manipulative acts by Access Persons (as defined below) of CCA and the Funds.
2. | GENERAL PRINCIPLES : |
At all times, CCA and its officers, directors, partners, and employees must comply with the spirit and the letter of the Federal Securities Laws and the rules governing the capital markets. The CCO administers the Code. All questions regarding the Code should be directed to the CCO. All officers, directors, partners, and employees must cooperate to the fullest extent reasonably requested by the CCO to enable (i) CCA to comply with all applicable Federal Securities Laws and (ii) the CCO to discharge his duties under the Manual.
CCA requires that all officers, directors, partners, and employees act with integrity, competence, dignity and in an ethical manner when dealing with the public, clients, prospects, third-party service providers, employers and fellow employees. It is the explicit policy of CCA that officers, directors, partners, and employees should at all times:
A. | place the interest of their clients first; |
B. | conduct all personal securities transactions in a manner consistent with the Code of Ethics; |
C. | avoid any actual or potential conflict of interest or any abuse of the individuals position of trust and responsibility; and |
D. | adhere to the fundamental standard that CCA personnel should not take inappropriate advantage of their positions. |
3. | DEFINITIONS |
Access Person means any director, officer, trustee, general partner, managing member, or Advisory Person (as defined below) of CCA.
Advisory Person means (1) any employee of CCA (or of any company in a control relationship to CCA) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security (as defined in this Code) by any CCA Client (including the Funds), or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to CCA who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of a security by the Funds.
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Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is subject to the provision of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, which generally encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect pecuniary interest (i.e., some economic benefit) from the ownership of a security. It also includes securities held by members of an Access Persons immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.
Chief Compliance Officer means, with respect to CCA, that person who is responsible for the development of CCAs supervisory procedures, for the prevention and detection of insider trading, and for monitoring Access Persons reporting and certification requirements. At the current time, Duane R. DOrazio has been appointed by CCA as Chief Compliance Officer (CCO).
Control has the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25 percent of the voting securities of any company shall be presumed not to control such company.
Covered Security shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, and generally includes all securities, whether publicly or privately traded, and any option, future, forward contract or other obligation involving a security or index thereof, including an instrument whose value is derived or based on any of the above (i.e., a derivative). The term Covered Security also includes any separate security, which is convertible into or exchangeable for, or which confers a right to purchase such security. A Covered Security does not include: (a) direct obligations of the Government of the United States; (b) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies (i.e., mutual funds), except that the Funds shall be considered a Covered Security for the purpose of this Code of Ethics, or (d) such other securities as may be excepted under the provisions of Rule 17j-1.
Funds mean any investment companies registered under the 1940 Act that are advised by CCA, including the Conestoga Small Cap Fund and Conestoga SMid Cap Fund.
Independent Director means a director of CCA or the Funds who is not an interested person of CCA or the Funds within the meaning of Section 2(a)(19) of the 1940 Act.
Interested Director means a director of CCA or the Funds who is an interested person of CCA or the Funds within the meaning of Section 2(a)(19) of the 1940 Act.
Non-Covered Security shall mean those securities not included in the definition of a Covered Security, such as: (a) direct obligations of the Government of the United States; (b) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies (i.e., mutual funds) other than the Funds, or (d) such other securities as may be excepted under the provisions of Rule 17j-1.
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Portfolio Manager means an employee of CCA who is primarily responsible for the day-to-day management of CCAs Client portfolios.
Purchase or Sale for purposes of this Code and each Appendix hereto includes, among other things, the writing of an option to purchase or sell a security.
Review Officer means, with respect to the pre-clearance of all Access Persons personal securities transactions, Head Trader, or in his absence, the Managing Partner-Research.
A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 (Securities Act) pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.
An Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act.
A security held or to be acquired means: (1) any security which, within the most recent 15 days: (a) is or has been held by CCAs Clients; or (b) is or has been considered by CCA or the Funds for purchase by CCAs Clients; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a security described in clause (1) above.
4. | LEGAL REQUIREMENTS |
Rule 17j-1 under the 1940 Act makes it unlawful for CCA, as investment adviser to the Funds, or any affiliated person of CCA in connection with the purchase or sale by such person of a security held or to be acquired by the Funds:
A. | To employ any device, scheme or artifice to defraud the Funds; |
B. | To make any untrue statement of a material fact or omit to state to the Funds a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
C. | To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client portfolio or the Funds; or |
D. | To engage in any manipulative practice with respect to a client portfolio or the Funds. |
5. | SUBSTANTIVE RESTRICTIONS |
A. | Blackout Period & Inappropriate Advantage . The price paid or received by the CCA client (including the Funds) for any investment should not be affected by a buying or selling interest on the part of an Access Person, or otherwise result in an inappropriate advantage to the Access Person. Thus, to that end: |
1. | No Access Person shall enter an order for the purchase or sale of a Covered Security on the day during which a CCA Client has a pending buy or sell order in that same Covered Security or in the 15 days following the day in which the CCA Clients order is executed or withdrawn. Such personal transactions will not be pre-cleared. CCA shall maintain a Restriction List that tracks Client transactions to monitor this restriction period. |
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2. | In order for an Access Person to buy or sell a Covered Security, the CCO must determine that it is clear that, in view of the nature of the investment and the market for such investment, the order of the Access Person will not affect the price paid or received by a CCA Client. |
3. | No Access Person shall enter an order in any related personal account for the purchase or sale of a security that a CCA Client is considered an insider. |
B. | Disclosure of Interested Transactions. No Access Person shall recommend any transactions with respect to a Covered Security by a CCA Client without first disclosing his or her interest, if any, in such Covered Securities or the issuer thereof, including without limitation: |
1. | Any direct or indirect Beneficial Ownership of any Covered Securities of such issuer; |
2. | Any contemplated transaction by such Access Person in such Covered Securities; |
3. | Any position with the issuer of the Covered Securities or its affiliates; and |
4. | Any present or proposed business relationship between the issuer of the Covered Securities or its affiliates and such Access Person or any entity in which such Access Person has a significant interest. |
C. | Initial Public Offerings (IPOs). No Access Person shall acquire, directly or indirectly, any Beneficial Ownership in any IPO with respect to any security without first obtaining prior approval of the CCO in order to preclude any possibility of their profiting improperly from their positions on behalf of a CCA Client. The CCO shall (a) obtain from such Access Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Persons activities on behalf of a CCA Client; and (b) conclude, after consultation with a Portfolio Manager(s) (who has no personal interest in the issuer of the IPO) of the relevant CCA Clients that might be eligible to receive the IPO, that no CCA Client has a foreseeable interest in purchasing such security. A record of such approval by the CCO and the reasons supporting those decisions shall be kept as required in Section 9.F. |
D. | Limited Offerings . No Access Person shall acquire, directly or indirectly, Beneficial Ownership of any security in a Limited Offering without first obtaining the prior written approval of CCAs CCO, which CCO: (a) has been provided by such Access Person with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Persons activities on behalf of a CCA Client, and (b) has concluded, after consultation with a Portfolio Manager(s) (who has no personal interest in the issuer involved in the private placement) of the relevant CCA Clients that might be eligible to receive the Limited Offering, that no CCA Client has a foreseeable interest in purchasing such security. A record of such approval by the CCO and the reasons supporting those decisions must be kept as required in Section 9.F. |
E. | Watch List. CCAs investment management personnel will maintain a Watch List of Covered Securities that CCA is actively evaluating for purchase or sale in Client accounts, including the Funds, or about which CCA might have received Material Non-Public Information. Personal transactions in Covered Securities that are associated with any issuers on the Watch List will not be pre-cleared. The Watch List will be maintained at CCAs office in Wayne, PA, and updated as necessary, by the CCO. CCA will retain copies of all Watch Lists and their effective dates. |
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F. | Short-Term Trading Ban . Access Persons are prohibited from profiting in the purchase and sale, or sale and purchase, of any security within thirty (30) calendar days, whether or not the security is also held by a CCA Client . 1 This provision is designed to prohibit potential scalping and frontrunning and to minimize the possibility that an Access Person will attempt to capitalize inappropriately on the market impact of trades in securities that may be held by CCA Clients. Any profits realized by an Access Person on any inadvertent short-term trades may be required to be disgorged after review by the CCO. |
G. | Acceptance or Giving of Gifts and Entertainment. Access Persons must not accept or give gifts and entertainment of more than a de minimus value (currently $250 or less) from any entity doing business with or on behalf of the Funds or CCA, unless pre-approved by the CCO. |
a. | Gifts and Entertainment Given to Union Officials . Any gift or entertainment provided by CCA to a labor union or a union official in excess of $250 per fiscal year must be reported on Department Labor Form LM-10 within 90 days following the end of CCAs fiscal year. Consequently, Access Persons must obtain approval before giving any gifts or entertainment to labor unions or union officials. |
b. | Gifts and Entertainment Given to Foreign Governments and Government Instrumentalities. The Foreign Corrupt Practices Act (FCPA) prohibits the direct or indirect giving of, or a promise to give, things of value in order to corruptly obtain a business benefit from an officer, employee, or other instrumentality of a foreign government. Companies that are owned, even partly, by a foreign government may be considered an instrumentality of that government. In particular, government investments in foreign financial institutions may make the FCPA applicable to those institutions. Individuals acting in an official capacity on behalf of a foreign government or a foreign political party |
The FCPA includes provisions that may permit the giving of gifts and entertainment under certain circumstances, including certain gifts and entertainment that are lawful under the written laws and regulations of the recipients country, as well as bona-fide travel costs for certain legitimate business purposes. However the availability of these exceptions is limited and is dependent on the relevant facts and circumstances.
Civil and criminal penalties for violating the FCPA can be severe. CCA and its employees must comply with the spirit and the letter of the FCPA at all times. Access Persons must obtain written pre-clearance from the CCO prior to giving anything of value that might be subject to the FCPA except food and beverages that are provided during a legitimate business meeting and that are clearly not lavish or excessive.
c. | Gifts and Entertainment Given to ERISA Plan Fiduciaries . CCA is prohibited from giving gifts or entertainment with an aggregate value exceeding $250 per year to any ERISA plan fiduciary. Consequently, Access Persons must obtain approval from the CCO before giving any gifts or entertainment to ERISA plan fiduciaries. |
d. | Gifts and Entertainment Given to State and Local Pension Officials. CCA must be mindful that myriad state and municipal regulations exist around the exchange of gifts and entertainment with such officials. Accordingly, Employees must consult with the CCO before providing any gifts or entertainment in connection with the solicitation of state and municipal pension, and similar plans. |
1 | In the event of a financial hardship, an employee may provide supporting documentation to request approval from the CCO to sell a security within the thirty (30) day holding period. |
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e. | Acceptance of Gifts or Entertainment by Fund Advisory Personnel. The receipt of gifts or entertainment by fund advisory personnel, among others, may violate section 17(e)(1) of the 1940 Act. The prohibition in section 17(e)(1) generally applies whenever fund advisory personnel, acting as agent accept from any source any compensation (other than regular salary or wages from the fund) for the purchase or sale of any property to or for the fund. In order for the Company to assess whether fund advisory personnels acceptance of gifts or entertainment would be for the purchase or sale of any property to or for the fund, CCA requires fund advisory personnel to seek pre-approval from the CCO before accepting any gifts or entertainment. |
H. | Service on Boards . Access Persons shall not serve on the boards of directors of publicly traded companies, or in any similar capacity, absent the prior approval of such service by the CCO following the receipt of a written request for such approval. Approval by the CCO shall only be granted after a determination has been made that an Access Persons board service would be consistent with the interests of CCAs Clients and the Funds shareholders. In the event such a request is approved, procedures shall be developed to avoid potential conflicts of interest and language will be added to CCAs disclosure brochure regarding such conflicts. Three examples of potential conflicts of interest regarding such service: (1) conflicting fiduciary duties to the company and to CCAs Clients and Fund shareholders that have invested in the company; (2) the receipt of options or other rights with respect to securities of the company that might influence investment decisions concerning CCAs Clients; and (3) the receipt of material, nonpublic information about the company. |
6. | EXEMPTIONS |
The restrictions noted above shall not apply to the following transactions unless the CCO determines that such transactions violate the provisions enumerated in Section 2 of this Code:
A. | purchases, sales or other transactions effected in any account over which an Access Person has no direct or indirect influence or control. For example, presuming that such relatives do not reside in the same household as the Employee, accounts of family members outside of the immediate family would not be subject to review; |
B. | purchases that are part of an automatic dividend reinvestment plan (DRIP); |
In making this determination for accounts managed by a third-party investment adviser on a discretionary basis, the CCO may ask for supporting documentation, such as a copy of the discretionary account management agreement, and/or a written certification from an unaffiliated investment adviser. Employees who claim they have no direct or indirect influence or control over an account are also required to complete the attached Exhibit C Exempt Accounts Certification upon commencement of their employment and on an annual basis thereafter.
From time to time, CCAs CCO may exempt certain transactions from the restrictions noted above on a trade-by-trade basis after careful review and consideration of the particular situation. A record of any exceptions to CCAs Substantive Restrictions noted above shall be properly documented by the CCO.
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7. | PROCEDURES |
A. | Pre-Clearance . All Access Persons are required to obtain pre-approval to place a personal securities transaction for a Covered Security from CCAs Review Officer via MyComplianceOffice. CCAs primary Review Officer is John E. Schipper (Schipper), or in his absence, Duane R. DOrazio (DOrazio). Schipper is responsible for pre-approving DOrazios transactions and vice-versa. Once pre-approval is granted to an Access Person, such Access Person may only transact in that security for the remainder of the day. If the Access Person wishes to transact in that security the following day, they must again obtain pre-approval from the Review Officer. |
B. | Reporting . In order to provide CCA with information to enable it to determine with reasonable assurance whether the provisions of Rule 17j-1 of the 1940 Act and Rule 204A-1 of the Advisers Act are being observed by its Access Persons, each Access Person of CCA shall submit the following reports through MyComplianceOffice to the CCO showing all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership except for exempt transactions listed in Section 6 above. |
An Independent Director of CCA or the Funds, who would be required to make a report solely by reason of being a Fund director, need not make an initial holdings report under paragraph (d)(1)(i) of Rule 17j-1 and an annual holdings report under paragraph (d)(1)(iii) of Rule 17j-1. Additionally, an Independent Director need not make a quarterly transaction report under paragraph (d)(1)(ii) of this Rule 17j-1, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the directors transaction in a Covered Security, the Funds purchased or sold the Covered Security, or the Funds or its investment adviser considered purchasing or selling the Covered Security.
1. | Initial Holdings Report . Via MyComplianceOffice), every Access Person must report to the CCO no later than ten (10) days after that person becomes an Access Person, the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person): (a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person; (b) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities, including Covered Securities, held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and (c) the date the report is submitted by the Access Person. |
2. | Quarterly Transaction Reports . Quarterly personal securities transaction reports shall be submitted by Access Persons on the form provided in Exhibit A (or via MyComplianceOffice) not later than ten (10) days after the end of the most recent calendar quarter in which a transaction was effected. No such periodic report needs to be made if information contained in duplicate broker trade confirmations or account statements of the Access Person are received by the CCO no later than thirty (30) days after the end of each calendar quarter and/or if CCA maintains all of an Access Persons personal trading information in other of its required books and records (i.e., securities transaction journal). |
The quarterly transaction reports shall contain at least the following information for each transaction in a Covered Security in which the Access Person had any direct or indirect beneficial ownership: (a) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security
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involved; (b) the nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition); (c) the price of the Covered Security at which the transaction was effected; (d) the name of the broker, dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted. Access Persons shall be reminded that they must also report transactions by members of the Access Persons immediate family including spouse, children and other members of the household in accounts over which the Access Person has direct or indirect influence or control.
On a quarterly basis Access Persons must also disclose, through MyComplianceOffice, the name of any account established by the Access Person during the quarter in which any securities, including Covered Securities, were held for the direct or indirect benefit of the Access Person and include: (a) the name of the broker, dealer or bank with whom the Access Person established the account; (b) the date the account was established; and (c) the date that the report is submitted by the Access Person.
3. | Annual Holdings Report . On an annual basis, Access Persons shall report the following information in MyComplianceOffice (which information must be current as of a date no more than 45 days before the report is submitted): (a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and (c) the date that the report is submitted. |
C. | Notification; Annual Certification . The CCO shall notify each Access Person of CCA who may be required to make reports pursuant to this Code, that such person is subject to reporting requirements and shall deliver a copy of this Code to each such person. The CCO shall annually obtain written assurances in MyComplianceOffice from each Access Person that he or she is aware of his or her obligations under this Code and has complied with the Code and with its reporting requirements. The annual certification shall be completed online through MyComplianceOffice within ten (10) days after calendar year end. |
D. | Duplicate Copies . A form brokerage letter is attached to this Code as Exhibit B. In order to help ensure that duplicate brokerage confirmations are received for all accounts pertaining to a particular Access Person, such Access Person may complete and send a brokerage letter similar to Exhibit B to each bank, broker or dealer maintaining an account on behalf of the Access Person. |
E. | Disclaimer of Beneficial Ownership . Any report under this Section 7 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates. |
8. | REPORTING VIOLATIONS |
Improper actions by CCA or its Access Persons could have severe negative consequences for CCA, its Clients, and its Access Persons. Impropriety, or even the appearance of impropriety, could negatively impact all Access Persons, including people who had no involvement in the problematic activities.
Access Persons must promptly report any improper or suspicious activities, including any suspected violations of the Code , to the CCO. Issues can be reported to the CCO in person, or by telephone, email, or written letter. Reports of potential issues may be made anonymously. Any reports of potential problems will be thoroughly investigated by the CCO, who will report directly to CCAs management on the matter. Any problems identified during the review will be addressed in ways that reflect CCAs fiduciary duty to its Clients.
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An Access Persons identification of a material compliance issue will be viewed favorably by the CCAs management. Retaliation against any Access Person who reports a violation of the Code in good faith is strictly prohibited and will be cause for corrective action, up to and including dismissal. If an Access Person believes that he or she has been retaliated against, he or she should notify a Managing Partner directly.
9. | REVIEW AND ENFORCEMENT |
A. | Report Review . |
1. | The CCO shall review the reports required by Section 7 for compliance with this Code. The Section 7 reports of the CCO will be reviewed by another Managing Partner. The CCO shall keep all reports confidential except as disclosure thereof to CCA or the Funds Board of Directors, Regulators, or other appropriate persons may be reasonable and necessary to accomplish the purposes of this Code. |
2. | If the CCO determines that a violation of the Code may have occurred, before making a final determination that a material violation has been committed by an individual, the CCO may give such person an opportunity to supply additional information regarding the matter in question. |
B. | Enforcement . |
1. | If any violation of this Code is determined to have occurred, the Compliance Officer may impose sanctions and take such other actions as he or she deems appropriate, including, among other things, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable CCA Client or Funds shareholders or given to a charity, as the CCO shall determine is appropriate. |
2. | If the CCO determines that a material violation of this Code has occurred, he shall promptly report the violation and any enforcement action taken to CCAs management. If management determines that the material violation may involve a fraudulent, deceptive or manipulative act, CCA will report its findings to the Funds Board pursuant to Rule 17j-1. |
3. | No person shall participate in a determination of whether he or she has committed a violation of this Code or in the imposition of any sanction against himself or herself. |
C. | Reporting to Board . At least annually, CCA shall furnish to the Funds Board a written report that: (a) describes any issues arising under the Code or procedures since the last report to the Funds Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and (b) certifies in the form provided in Exhibit I that CCA has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
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9. | RECORDS |
CCA shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of the Securities and Exchange Commission or the Funds Board.
A. | A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place; |
B. | A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs, the first two years in an appropriate office of CCA; |
C. | A copy of each report made pursuant to this Code by an Access Person, including any information provided in lieu of reports, shall be preserved by CCA for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place; |
D. | A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place; |
E. | A copy of each report under Section 8.C. of this Code to the Funds Board shall be preserved by CCA for at least five years after the end of the fiscal year in which the record is made, the first two years in an easily accessible place; and |
F. | CCA shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of securities under Section 5.C. and 5.D. of this Code for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place. |
G. | Any other information as may be required by Rule 17j-1(f) under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940. |
10. | CONFIDENTIALITY |
All reports of securities transactions and any other information filed with CCA pursuant to this Code shall be treated as confidential, except that the same may be disclosed to CCA management, the Funds Board, any regulatory or self-regulatory authority or agency upon its request, or as required by law or court or administrative order.
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11. | AMENDMENT |
CCA may, from time to time, amend this Code, and/or adopt such interpretations of this Code as it deems appropriate provided, however, the Conestoga Funds Board, including a majority of the Independent Directors must approve any material change to this Code within six (6) months after adoption of the
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EXHIBIT A
Conestoga Capital Advisors, LLC
Personal Securities Report
For the calendar quarter ending
(month/day/year)
As an employee or director of Conestoga Capital Advisors, LLC, I am disclosing the following information regarding my personal securities holdings to comply with the companys Code of Ethics. I further understand that the Code of Ethics does not require me to report (1) securities issued or guaranteed by the United States Government, its agencies or instrumentalities; (2) bankers acceptances; (3) bank certificates of deposits; (4) commercial paper; (5) and shares of registered open-end investment companies, other than the Funds.
CHECK ONE OF THE FOLLOWING:
☐ | A. I certify that I have no personal securities holdings that require reporting for the year ending . |
Signature | Date | |||||||
Print Name |
☐ | B. I certify that the following personal securities holdings which require reporting by me are accurate and complete for the |
year ending | ||||||||
Signature | Date | |||||||
Print Name |
☐ | C. All purchases and sales have been reported via duplicate monthly statements which are on file with compliance information at Conestoga Capital Advisors. |
Signature | Date | |||||||
Print Name |
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EXHIBIT B
FORM OF BROKERAGE LETTER
<DATE>
<NAME OF CUSTODIAN>
<ADDRESS>
<CITY, STATE ZIP>
Re: | Account No. |
|
||
Account Name |
|
Dear <NAME>,
As of <DATE>, please send to the Chief Compliance Officer of CCA a duplicate confirmation of each transaction in the above named account and monthly brokerage account statements for the above named account.
Please mail the confirmations and account statements to:
Conestoga Capital Advisors, LLC
Attn: Chief Compliance Officer
550 E. Swedesford Rd. Suite 120
Wayne, PA
19087
If you have any questions or concerns, please feel free to give me a call at (484) 654-1380.
Thank you for your immediate attention to this matter.
Sincerely,
Duane R. DOrazio
cc: | Chief Compliance Officer |
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EXHIBIT C
Exempt Accounts Certification
Dear Duane DOrazio,
In accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the Rule), I am considered to be an access person of Conestoga Capital Advisors, LLC (CCA) and subject to the Rules terms and conditions. The Rule requires periodic reporting of my personal securities transactions and holdings to be made to CCA. However, as specified in the Rule, I am not required to submit any report with respect to securities held in accounts over which I have no direct or indirect influence or control.
I have retained a trustee or third-party manager (the Manager) to manage certain of my accounts. Following is a list of the accounts over which I have no direct or indirect influence or control (the Accounts):
Name of Broker, Dealer, or Bank |
Account Name |
Relationship to Manager (independent professional, friend, relative, etc.) |
By signing below, I acknowledge and certify that:
| I have no direct or indirect influence or control over the Accounts; |
| If my control over the Accounts should change in any way, I will immediately notify you in writing of such a change and will provide any required information regarding holdings and transactions in the Accounts pursuant to the Rule; and |
| I agree to provide reports of holdings and/or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Accounts at the request of CCAs Chief Compliance Officer. |
Access persons completing this certification on an annual basis, also acknowledge and certify the following:
| I did not direct or suggest any purchases or sales of specific securities for the Accounts during the period <Month YEAR to Month YEAR>; |
| Any discussions with the Manager about my Accounts related to general guidelines involving my investment objectives, risk tolerance and investment timeline. |
Name: |
|
|
Signature: | ||
Date: |
|
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EXHIBIT I
ANNUAL CERTIFICATION OF CCA
The undersigned hereby certifies on behalf of Conestoga Capital Advisors, LLC (CCA) to the Board of Trustees of the Conestoga Funds pursuant to Rule 17j-1(c)(2)(ii)(B) under the Investment Company Act of 1940, and pursuant to Section 8.C. of CCAs Code of Ethics, that CCA has adopted procedures that are reasonably necessary to prevent Access Persons from violating the Code of Ethics.
Date: |
|
Signature: | ||
Print Name: | ||||
(Chief Compliance Officer) |
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LOOMIS, SAYLES & CO., L.P.
Code of Ethics
Policy on Personal Trading and Related Activities by Loomis Sayles Personnel |
EFFECTIVE:
January 14, 2000
AS AMENDED:
August 11, 2016
-1-
Table of Contents
1. | INTRODUCTION | 3 | ||
2. | STATEMENT OF GENERAL PRINCIPLES | 3 | ||
3. | A FEW KEY TERMS | 4 | ||
3.1. |
Covered Security |
4 | ||
3.2. |
Beneficial Ownership |
5 | ||
3.3. |
Investment Control |
6 | ||
3.4. |
Maintaining Personal Accounts |
7 | ||
4. | SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING | 8 | ||
4.1. |
Pre-clearance |
8 | ||
4.2. |
Good Until Canceled and Limit Orders |
9 | ||
4.3. |
Short Term Trading Profits |
9 | ||
4.4. |
Restrictions on Round Trip Transactions in Loomis Advised Funds |
10 | ||
4.5. |
Derivatives |
11 | ||
4.6. |
Short Sales |
11 | ||
4.7. |
Competing with Client Trades |
11 | ||
4.8. |
Large Cap/De Minimis Exemption |
12 | ||
4.9. |
Investment Person Seven-Day Blackout Rule |
12 | ||
4.10. |
Research Recommendations |
13 | ||
4.11. |
Initial Public Offerings |
14 | ||
4.12. |
Private Placement Transactions |
14 | ||
4.13. |
Insider Trading |
15 | ||
4.14. |
Restricted and Concentration List |
16 | ||
4.15. |
Loomis Sayles Hedge Funds |
17 | ||
4.16. |
Exemptions Granted by the Chief Compliance Officer |
17 | ||
5. | PROHIBITED OR RESTRICTED ACTIVITIES | 17 | ||
5.1. |
Public Company Board Service and Other Affiliations |
17 | ||
5.2. |
Participation in Investment Clubs and Private Pooled Vehicles |
18 | ||
6. | REPORTING REQUIREMENTS | 18 | ||
6.1. |
Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code |
18 | ||
6.2. |
Brokerage Confirmations and Brokerage Account Statements |
19 | ||
6.3. |
Quarterly Transaction Reporting and Account Disclosure |
20 | ||
6.4. |
Annual Reporting |
21 | ||
6.5. |
Review of Reports by Chief Compliance Officer |
21 | ||
6.6. |
Internal Reporting of Violations to the Chief Compliance Officer |
21 | ||
7. | SANCTIONS | 22 | ||
8. | RECORDKEEPING REQUIREMENTS | 22 | ||
9. | MISCELLANEOUS | 23 | ||
9.1. |
Confidentiality |
23 | ||
9.2. |
Disclosure of Client Trading Knowledge |
23 | ||
9.3. |
Notice to Access Persons, Investment Persons and Research Analysts as to Code Status |
24 | ||
9.4. |
Notice to Personal Trading Compliance of Engagement of Independent Contractors |
24 | ||
9.5. |
Questions and Educational Materials |
24 |
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LOOMIS, SAYLES & CO., L.P.
Code of Ethics
Policy on Personal Trading and Related Activities |
1. INTRODUCTION
This Code of Ethics (Code) has been adopted by Loomis, Sayles & Co., L.P. (Loomis Sayles) to govern certain conduct of Loomis Sayles Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons family members and others in a similar relationship to them.
The policies in this Code reflect Loomis Sayles desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.
2. STATEMENT OF GENERAL PRINCIPLES
It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as Access Persons ) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act), the Employee Retirement Income Security Act of 1974, as amended (ERISA), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the Investment Company Act), and Rule 17j-1 there under. It is required that all Access Persons must comply with all applicable laws, rules and regulations including, but not limited to the Federal Securities Laws . The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.
Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by Access Persons in the marketplace of securities owned by Loomis Sayles clients, provided that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an Access Person use the knowledge of Covered Securities purchased or sold by any client of Loomis Sayles or Covered Securities being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.
Improper trading activity can constitute a violation of the Code. The Code can also be violated by an Access Persons failure to file required reports, by making inaccurate or misleading reports or statements concerning trading activity, or by opening an account with a non- Select Broker without proper approval as set forth in the Code.
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It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles clients interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles fiduciary duty to any of its clients.
You are encouraged to bring any questions you may have about the Code to Personal Trading Compliance .
Personal Trading Compliance , the Chief Compliance Officer and the Loomis Sayles Ethics Committee will review the terms and provisions of the Code at least annually, and make amendments as necessary. Any amendments to the Code will be provided to you.
3. A FEW KEY TERMS
Boldfaced terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the Glossary at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms Covered Security , Beneficial Ownership and Investment Control as used in the Code.
3.1. Covered Security
This Code generally relates to transactions in and ownership of an investment that is a Covered Security . Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs), any derivative, instrument representing, or any rights relating to, a Covered Security , and any closely related security (such as certificates of participation, depository receipts, collateraltrust certificates, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered Covered Securities under the Code.
Additionally, the shares of any investment company registered under the Investment Company Act and the shares of any collective investment vehicle (CIV), (e.g. SICAVs, OEICs, UCITs, etc.) that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate ( Reportable Funds ) are deemed to be Covered Securities for purposes of certain provisions of the Code. Reportable Funds include open-end and closed-end funds and CIVs that are advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firms intranet site under the Legal and Compliance page.
Explanatory Note: | While the definition of Reportable Funds encompasses funds or CIVs that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds or CIVs advised or sub-advised by Loomis Sayles (Loomis Advised Fund) are subject to certain trading restrictions of the Code (specifically, the Short-Term Trading Profit and Round Trip Transaction restrictions). Please refer to Section 4.3 and 4.4 of the Code for further explanation of these trading restrictions. Additionally, Exhibit One distinguishes between those funds and CIVs that are only subject to reporting requirements under the Code (all Reportable Funds ), and those that are subject to both the reporting requirements and the aforementioned trading restrictions (Loomis Advised Funds). |
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Shares of exchange traded funds (ETFs) and closed-end funds are deemed to be Covered Securities for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre-clearance requirements of the Code, are exempt from certain provisions of the Code ( Exempt ETFs ). A current list of Exempt ETFs is attached as Exhibit Two and will be maintained on the firms intranet site under the Legal and Compliance page.
Explanatory Note: |
Broad based open-ended ETFs are determined by Personal Trading Compliance using Bloomberg data. |
All Access Persons are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the lists of Reportable Funds and Exempt ETFs are subject to change, it is ultimately the responsibility of all Access Persons to review these lists which can be found in Exhibit(s) One and Two , prior to making an investment in a Reportable Fund or ETF.
It should be noted that private placements, hedge funds and investment pools are deemed to be Covered Securities for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.12 and 5.2.
Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from pre-clearance.
3.2. Beneficial Ownership
The Code governs any Covered Security in which an Access Person has any direct or indirect Beneficial Ownership . Beneficial Ownership for purposes of the Code means a direct or indirect pecuniary interest that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Covered Security . The term pecuniary interest in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a Covered Security, whether or not the Covered Security or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission (SEC) rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:
| ownership of a Covered Security by your spouse or minor children; |
| ownership of a Covered Security by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons; |
| ownership of a Covered Security by your other family members sharing your household (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law); |
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| your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control; |
| your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities; |
| your interest in a Covered Security held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and |
| your right to acquire a Covered Security through the exercise or conversion of a derivative Covered Security . |
In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security , including Reportable Funds, along with any account that holds or can hold a Covered Security , including Reportable Funds , in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.
Explanatory Note: | All accounts that hold or can hold a Covered Security in which an Access Person has Beneficial Ownership are subject to the Code (such accounts include, but are not limited to, personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs, etc). |
Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.
3.3. Investment Control
The Code governs any Covered Security in which an Access Person has direct or indirect Investment Control . The term Investment Control encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or Covered Security .
You should know that you are presumed under the Code to have Investment Control as a result of having:
| Investment Control (sole or shared) over your personal brokerage account(s); |
| Investment Control (sole or shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouses assets (subject to the approval of the Chief Compliance Officer ); |
| Investment Control (sole or shared) over an account(s) in the name of any family member, friend or acquaintance; |
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| Involvement in an Investment Club; |
| Trustee power over an account(s); and |
| The existence and/or exercise of a power of attorney over an account. |
Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.
3.4. Maintaining Personal Accounts
All Access Persons who have personal accounts that hold or can hold Covered Securities in which they have direct or indirect Investment Control and Beneficial Ownership are required to maintain such accounts at one of the following firms: Ameriprise, Bank of America/Merrill Lynch, Charles Schwab, Citi Personal Wealth Management, E*TRADE, Fidelity Investments, Interactive Brokers, Morgan Stanley Smith Barney, TD Ameritrade, Scottrade, UBS, Vanguard, or Wells Fargo (collectively, the Select Brokers ). Additionally, an Access Person may only purchase and hold shares of Reportable Funds through either a Select Broker , directly from the Reportable Fund through its transfer agent, or through one or more of Loomis Sayles retirement plans.
Accounts in which the Access Person only has either Investment Control or Beneficial Ownership ; certain retirement accounts with an Access Persons prior employer; accounts managed by an outside adviser in which the Access Person exercises no investment discretion; accounts in which the Access Person s spouse is employed by another investment firm and must abide by that firms Code of Ethics; and/or the retirement accounts of an Access Persons spouse may be maintained with a firm other than the Select Brokers with the approval of Personal Trading Compliance or the Chief Compliance Officer . However, Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly. In addition, Personal Trading Complianc e or the Chief Compliance Officer may grant exemptions to the Select Broker requirement for accounts not used for general trading purposes such as ESOPs, DRIPs, securities held physically or in book entry form, family of fund accounts or situations in which the Access Person has a reasonable hardship for maintaining their accounts with a Select Broker .
In addition, Access Persons with a residence outside the U.S. are not required to maintain their personal accounts with a Select Broker . However, such Access Persons who have personal accounts that hold or can hold Covered Securities , including Reportable Funds in which they have direct or indirect Investment Control and/or Beneficial Ownership , are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, or at least quarterly. All of the remaining requirements and restrictions of the Code apply to Access Persons with a residence outside the U.S.
Explanatory Note: | While certain accounts may be granted an exemption from certain provisions of the Code, inclusive of the Select Broker requirement, they are still subject to the reporting requirements of the Code and may be subject to the pre-clearance requirements of the Code (e.g. joint accounts). The terms of a specific exemption will be outlined in an exemption memorandum which is issued to the Access Person by Personal Trading Compliance. An Access Persons failure to abide by the terms and conditions of an account exemption issued by Personal Trading Compliance could result in a violation of the Code. |
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4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING
The following are substantive prohibitions and restrictions on Access Persons personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding Covered Securities in which an Access Person has Beneficial Ownership and Investment Control .
4.1. Pre-clearance
Each Access Person must pre-clear through the PTA Pre-clearance System (PTA) all Volitional transactions in Covered Securities (i.e. transactions in which the Access Person has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has Investment Control and in which he or she has or would acquire Beneficial Ownership . Exceptions to the pre-clearance requirement include, but are not limited to: Open-ended mutual funds and CIVs meeting the criteria described below, Exempt ETFs listed in Exhibit Two , and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in Exhibit(s) Three and Five .
Explanatory Note: | A CIV is exempt from preclearance under the following conditions: issues shares that shareholders have the right to redeem on demand; calculates an NAV on a daily basis in a manner consistent with the principles of Section 2(a)(41) of the 1940 Act and Rule 2a-4 thereunder; issues and redeems shares at the NAV next determined after receipt of the relevant purchase or redemption order consistent with the forward pricing principles of Rule 22c-1 under the 1940 Act; and there is no secondary market for the shares of the CIV. | |
Explanatory Note: | Futures, options and swap transactions in Covered Securities must be manually pre-cleared by Personal Trading Compliance since PTA cannot handle such transactions. Initial public offerings, private placement transactions, including hedge funds whether or not they are advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser, participation in investment clubs and private pooled vehicles require special pre-clearance as detailed under Sections 4.11, 4.12 and 5.2 of the Code. | |
Explanatory Note: |
Broad based open-ended ETFs with either a market capitalization exceeding $1billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre-clearance requirements of the Code, are exempt from the pre-clearance and trading restrictions set forth in Sections 4.1, 4.3, 4.5, 4.6, 4.7, 4.9, and 4.10 of the Code . A list of the Exempt ETFs is provided in Exhibit Two of the Code. All closed end-funds, closed-end ETFs, sector based/narrowly defined ETFs and broad based open-ended ETFs with a market capitalization below U.S. $1 billion AND an average daily trading volume below 1 million shares (over a 90 day period) are subject to the pre-clearance and trading restrictions detailed under Section 4 of the Code.
All closed-end funds and ETFs, including those Exempt ETFs and their associated options as described above, are subject to the reporting requirements detailed in Section 6 of the Code. |
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Any transaction approved pursuant to the pre-clearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance extends the pre-clearance for an additional trading day. If the Access Persons trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the pre-clearance will lapse and the Access Person may not trade without again seeking and obtaining pre-clearance of the intended trade.
For Access Persons with a U.S. residence, pre-clearance requests can only be submitted through PTA and/or to Personal Trading Compliance Monday Friday from 9:30am-4:00pm Eastern Standard Time. Access Persons with a residence outside the U.S. will be given separate pre-clearance guidelines instructing them on the availability of PTA and Personal Trading Compliance support hours.
If after pre-clearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained pre-clearance has become the subject of a buy or sell order or is being considered for purchase or sale for a client account, the Access Person who obtained the pre-clearance must consider the pre-clearance revoked and must notify Personal Trading Compliance immediately . If the transaction has already been executed before the Access Person becomes aware of such facts, no violation will be considered to have occurred as a result of the Access Persons transaction.
If an Access Person has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the Access Persons transaction from being considered in violation of the Code. The Chief Compliance Officer or Personal Trading Compliance may deny or revoke pre-clearance for any reason that is deemed to be consistent with the spirit of the Code.
4.2. Good Until Canceled and Limit Orders
No Access Person shall place a good until canceled, limit or equivalent order with his/her broker except that an Access Person may utilize a day order with a limit so long as the transaction is consistent with provisions of this Code, including the pre-clearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by Personal Trading Compliance.
4.3. Short Term Trading Profits
No Access Person may profit from the Volitional purchase and sale, or conversely the Volitional sale and purchase, of the same or equivalent Covered Security ( including Loomis Advised Funds) within 60 calendar days (unless the sale involved shares of a Covered Security that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from Personal Trading Compliance .
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An Access Person may sell a Covered Security (including Loomis Advised Funds ) or cover an existing short position at a loss within 60 calendar days. Such requests must be submitted through the PTA System and to Personal Trading Compliance for approval because the PTA System does not have the capability to determine whether the Covered Security will be sold at a gain or a loss.
4.4. Restrictions on Round Trip Transactions in Loomis Advised Funds
In addition to the 60 day holding period requirement for purchases and sales of Loomis Advised Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Loomis Advised Fund within a 90 day period (Round Trip Restriction). The Round Trip Restriction does not limit the number of times an Access Person can purchase a Loomis Advised Fund or sell a Loomis Advised Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Loomis Advised Fund (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an Access Person cannot then reacquire a position in the same Loomis Advised Fund previously sold within the same 90 day period.
The Round Trip Restriction will only apply to Volitional transactions in Loomis Advised Funds . Therefore, shares of Loomis Advised Funds acquired through a dividend reinvestment or dollar cost averaging program, and automatic monthly contributions to the firms 401K plan will not be considered when applying the Round Trip Restriction.
Finally, all Volitional purchase and sale transactions of Loomis Advised Funds, in any share class and in any employee account (i.e., direct account with the Loomis Advised Fund , Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip Restriction.
Explanatory Note: | Only Loomis Advised Funds are subject to Section 4.4 of the Code. Please refer to Exhibit One for a current list of Loomis Advised Funds. |
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4.5. Derivatives
No Access Person shall use derivatives, including but not limited, to options, futures, swaps or warrants on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the underlying Covered Security .
Explanatory Note: | When transacting in derivatives, Access Persons must pre-clear the derivative and the underlying security in PTA as well as receive manual approval from Personal Trading Compliance before executing their transaction. Please note that options on Exempt ETFs and the underlying index of the ETF, as well as futures on currencies, commodities, cash instruments (such as loans or deposits), stock indexes and interest rates do not require pre-clearance. For more detailed information, please see Section 4.1 of the Code. |
4.6. Short Sales
No Access Person may purchase a put option, sell a call option, sell a Covered Security short or otherwise take a short position in a Covered Security then being held long in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.
Explanatory Note: | If an Access Person seeks pre-clearance to purchase a put option or sell a call option to hedge an existing long position in the same underlying securities, PTC will compare the value of the underlying long position to the option to determine whether the Access Persons net position would be long or short. If short, the option transaction will be denied. |
4.7. Competing with Client Trades
Except as set forth in Section 4.8, an Access Person may not, directly or indirectly, purchase or sell a Covered Security ( Reportable Funds are not subject to this rule.) when the Access Person knows, or reasonably should have known, that such Covered Securities transaction competes in the market with any actual or considered Covered Securities transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles clients Covered Securities transactions.
Generally pre-clearance will be denied if:
| a Covered Security or a closely related Covered Security is the subject of a pending buy or sell order for a Loomis Sayles client until that buy or sell order is executed or withdrawn. |
| the Covered Security is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale. |
The PTA System has the information necessary to deny pre-clearance if any of these situations apply. Therefore, if you receive an approval in PTA, you may assume the Covered Security is not being considered for purchase or sale for a client account unless you have actual
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knowledge to the contrary, in which case the pre-clearance you received is null and void. For Covered Securities requiring manual pre-clearance (i.e. futures, options and other derivative transactions in Covered Securities ), the applicability of such restrictions will be determined by Personal Trading Compliance upon the receipt of the pre-clearance request.
4.8. Large Cap/De Minimis Exemption
An Access Person who wishes to make a trade in a Covered Security that would otherwise be denied pre-clearance solely because the Covered Security is under consideration or pending execution for a client, as provided in Section 4.7, will nevertheless receive approval when submitted for pre-clearance provided that:
| the issuer of the Covered Security in which the Access Person wishes to transact has a market capitalization exceeding U.S. $5 billion (a Large Cap Security); AND |
| the aggregate amount of the Access Persons transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD. |
Such transactions will be subject to all other provisions of the Code.
4.9. Investment Person Seven-Day Blackout Rule
No Investment Person shall, directly or indirectly, purchase or sell any Covered Security ( Reportable Funds are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) before and after the date that a Loomis Sayles client, with respect to which he or she has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity, has purchased or sold such Covered Security or a closely related Covered Security . It is ultimately the Investment Persons responsibility to understand the rules and restrictions of the Code and to know what Covered Securities are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.
Explanatory Note: | The seven days before element of this restriction is based on the premise that an Investment Person who has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity can normally be expected to know, upon execution of his or her personal trade, whether any client as to which he or she is associated, has traded, or will be trading in the same or closely related Covered Security within seven days of his or her personal trade. Furthermore, an Investment Person who has the ability to influence investment decisions has a fiduciary obligation to recommend and/or affect suitable and attractive trades for clients regardless of whether such trades may cause a prior personal trade to be considered an apparent violation of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in a client account in order to avoid a conflict with this restriction. |
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It is understood that there may be particular circumstances (i.e. news on an issuer, a client initiated liquidation, subscription or rebalancing) that may occur after an Investment Persons personal trade which gives rise to an opportunity or necessity for an associated client to trade in that Covered Security which did not exist or was not anticipated by that person at the time of that persons personal trade . Personal Trading Compliance will review all extenuating circumstances which may warrant the waiving of any remedial actions in a particular situation involving an inadvertent violation of this restriction. In such cases, an exception to the Investment Person Seven-Day Blackout Rule will be granted upon approval by the Chief Compliance Officer. | ||
The Chief Compliance Officer, or designee thereof, may grant a waiver of the Investment Person Seven-Day Blackout Rule if the Investment Persons proposed transaction is conflicting with client cash flow trading in the same security (i.e., purchases of a broad number of portfolio securities in order to invest a capital addition to the account or sales of a broad number of securities in order to generate proceeds to satisfy a capital withdrawal from the account). Such cash flow transactions are deemed to be non-volitional at the security level since they do not change the weighting of the security being purchased or sold in the clients portfolio. | ||
Explanatory Note: | The trade date of an Investment Persons purchase or sale is deemed to be day zero. Any associated client trade activity executed, in either that Covered Security or a closely related Covered Security, 7 full calendar days before or after an Access Person s trade will be considered a violation of the Investment Person Seven-Day Blackout Rule. For example, if a client account purchased shares of company ABC on May 4th, any Access Person who is associated with that client account cannot trade ABC in a personal account until May 12th without causing a potential conflict with the Investment Person Seven-Day Blackout Rule. | |
Explanatory Note: | While the Investment Person Seven-Day Blackout Rule is designed to address conflicts between Investment Persons and their clients, it is the fiduciary obligation of all Access Persons to not affect trades in their personal account if they have prior knowledge of client trading or pending trading activity in the same or equivalent securities. The personal trade activity of all Access Persons is monitored by Personal Trading Compliance for potential conflicts with client trading activity. |
4.10. Research Recommendations
The Loomis Sayles Fixed Income Research Analysts issue Buy, Sell, and Hold recommendations on the fixed income securities that they cover. The Loomis Sayles Equity Research Analysts issue price targets and other types of recommendations on the companies they cover, and certain Equity products have their own research analysts that provide recommendations to their respective investment teams. Collectively the fixed income and equity recommendations and equity price targets are hereinafter referred to as Recommendations.
Recommendations are intended to be used for the benefit of the firms clients. It is also understood Access Persons may use Recommendations as a factor in the investment decisions they make in their personal and other brokerage accounts that are covered by the Code. The fact that
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Recommendations may be used by the firms investment teams for client purposes and Access Persons may use them for personal reasons creates a potential for conflicts of interests. Therefore, the following rules apply to Recommendations :
| During the three (3) business day period before a Research Analyst issues a recommendation on a Covered Security, that the Research Analyst has reason to believe that his/her Recommendation is likely to result in client trading in the Covered Security , the Research Analyst may not purchase or sell said Covered Security for any of his/her personal brokerage accounts or other accounts covered by the Code. |
Explanatory Note: | It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a Research Analysts personal trade which gives rise to a need, or makes it appropriate, for the Research Analyst to issue a Recommendation on said Covered Security. A Research Analyst has an affirmative duty to make unbiased Recommendations and issue reports, both with respect to their timing and substance, without regard to his or her personal interest in the Covered Security. It would constitute a breach of a Research Analysts fiduciary duty and a violation of this Code to delay or fail to issue a Recommendation in order to avoid a conflict with this restriction. | |
Personal Trading Compliance will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction. |
| Access Persons are prohibited from using a Recommendation for purposes of transacting in the Covered Security covered by the Recommendation in their personal accounts and other accounts covered by the Code until such time Loomis Sayles clients have completed their transactions in said securities in order to give priority to Loomis Sayles clients best interests. |
Explanatory Note: | Personal Trading Compliance utilizes various automated reports to monitor Access Persons trading in Covered Securities relative to Recommendations and associated client transactions. It also has various tools to determine whether a Recommendation has been reviewed by an Access Person . An Access Persons trading in a Covered Security following a Recommendation and subsequent client trading in the same security and in the same direction will be deemed a violation of the Code unless Personal Trading Compliance determines otherwise. |
4.11. Initial Public Offerings
Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouses employment compensation. No Access Person may, directly or indirectly, purchase any securities sold in an Initial Public Offering without obtaining prior written approval from the Chief Compliance Officer .
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4.12. Private Placement Transactions
No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction , including hedge funds, without obtaining the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Persons supervisor or other appropriate member of senior management. In addition to addressing potential conflicts of interest between the Access Persons Private Placement Transaction and the firms clients best interests, the pre-clearance of Private Placements is designed to determine whether the Access Person may come into possession of material non-public information (MNPI) on a publically traded company as a result of the Private Placement .
A Private Placement Transaction approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under Personal Trading Compliance Forms.
Explanatory Note: | If you have been authorized to acquire a Covered Security in a Private Placement Transaction, you must disclose to Personal Trading Compliance if you are involved in a clients subsequent consideration of an investment in the issuer of the Private Placement, even if that investment involves a different type or class of Covered Security. In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an Investment Person with no personal interest in the issuer. |
The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved Private Placement , must receive pre-clearance approval from the Chief Compliance Officer . In addition, all transactions in Private Placements must be reported quarterly and annually as detailed in Section 6 of the Code.
Explanatory Note: | To submit a pre-clearance request for subsequent trade activity in a Private Placement, Access Persons must complete the automated Private Placement Pre-clearance Form which will be reviewed by Personal Trading Compliance to ensure there are no conflicts with any underlying Code provisions including the Short-Term Trading Rule. |
4.13. Insider Trading
At the start of an Access Persons engagement with Loomis Sayles, and annually thereafter, each Access Person must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firms policy is to refrain from trading or recommending trading when in the possession of MNPI.
Some examples of MNPI may include:
| Earnings estimates or dividend changes |
| Positive or negative forthcoming news about an issuer |
| Supplier discontinuances |
| Mergers or acquisitions |
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If an Access Person receives or believes that he/she may have received MNPI with respect to a company, the Access Person must contact the Chief Compliance Officer or General Counsel immediately, and must not :
| purchase or sell that security in question, including any derivatives of that security; |
| recommend the purchase or sale of that security, including any derivatives of that security; or |
| relate the information to anyone other than the Chief Compliance Officer or General Counsel of Loomis Sayles. |
If it has been determined that an Access Person has obtained MNPI on a particular company, its securities will generally be placed on the firms Restricted List thereby restricting trading by the firms client accounts and Access Persons . The only exception to this policy is with the approval of the Chief Compliance Officer or General Counsel of the firm, and then only in compliance with the firms Firewall Procedures.
Separately, Access Persons must inform Personal Trading Compliance if a spouse, partner and/or immediate family member (Related Person) is an officer and/or director of a publicly traded company in order to enable Personal Trading Compliance to implement special pre-clearance procedures for said Access Persons in order to prevent insider trading in the Related Persons companys securities.
Access Persons should refer to the Loomis Sayles Insider Trading Policies and Procedures which are available on the Legal and Compliance homepage of the firms Intranet, for complete guidance on dealing with MNPI.
4.14. Restricted and Concentration List
The Loomis Sayles Restricted and Concentration List (Restricted List) is designed to restrict Loomis Sayles and/or Access Persons from trading in or recommending, the securities of companies on the Restricted List for client and/or Access Persons personal accounts. Companies may be added to the Restricted List if Loomis Sayles comes into possession of MNPI about a company. A companys securities can also be added to the Restricted List due to the size of the aggregate position Loomis Sayles clients may have in the company. Finally, there may be regulatory and/or client contractual restrictions that may prevent Loomis Sayles from purchasing securities of its affiliates, and as a result, the securities of all publicly traded affiliates of Loomis Sayles will be added to the Restricted List. No conclusion should be drawn from the addition of an issuer to the Restricted List. The Restricted List is confidential, proprietary information which must not be distributed outside of the firm.
At times, an Access Person may have possession of MNPI on a specific company as a result of his/her being behind a firewall. In such cases, Personal Trading Compliance will create a specialized Restricted List in PTA for the Access Person behind the wall in order to prevent trading in the companys securities until such time as the Chief Compliance Officer has deemed the information in the Access Persons possession to be in the public domain or no longer material.
If a security is added to either the Loomis Sayles firm-wide Restricted List or an individual or group Access Person Restricted List, Access Persons will be restricted from purchasing or selling all securities related to that issuer until such time as the security is removed from the applicable Restricted List. The PTA System has the information necessary to deny pre-clearance if these situations apply.
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4.15. Loomis Sayles Hedge Funds
From time to time Loomis Sayles may manage hedge funds, and Access Persons of Loomis Sayles, including the hedge funds investment team and supervisors thereof may make personal investments in such hedge funds. At times, especially during the early stages of a new hedge fund, there may be a limited outside investors (i.e., clients and non-employee individual investors) in such funds. In order to mitigate the appearance that investing personally in a hedge fund can potentially be used as a way to benefit from certain trading practices that would otherwise be prohibited by the Code if Access Persons engaged in such trading practices in their personal accounts, investment team members of a hedge fund they manage are individually required to limit their personal investments in such funds to no more than 20% of the hedge funds total assets. In addition, the supervisor of a hedge fund investment team must limit his/her personal investment in such hedge fund to no more than 25% of the hedge funds total assets.
By limiting the personal interests in the hedge fund by their investment teams and their supervisors in this manner, all of the portfolio trading activity of the Loomis Sayles hedge funds is deemed to be exempt from the pre-clearance and trading restrictions of the Code.
4.16. Exemptions Granted by the Chief Compliance Officer
Subject to applicable law, Personal Trading Compliance or the Chief Compliance Officer may from time to time grant exemptions, other than or in addition to those described in Exhibit Five , from the trading restrictions, pre-clearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employees, interns or independent contractors, and types of transactions or Covered Securities , where, in the opinion of the Chief Compliance Officer , such an exemption is appropriate in light of all the surrounding circumstances.
5. PROHIBITED OR RESTRICTED ACTIVITIES
5.1. Public Company Board Service and Other Affiliations
To avoid conflicts of interest, MNPI and other compliance and business issues, Loomis Sayles prohibits Access Persons from serving as officers or members of the board of any publicly traded entity. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the firm.
In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively Outside Activity(ies)), an Access Person must obtain the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Persons supervisor or other appropriate member of senior management.
An Outside Activity approval can be obtained by completing an automated Outside Activity Form which can be found on the Legal and Compliance Intranet Homepage under Personal Trading Compliance Forms. In determining whether to approve such Outside Activity, Personal Trading
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Compliance and the Chief Compliance Officer will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles or the Access Persons duties to clients.
Explanatory Note: | Examples of Outside Activities include, but are not limited to, family businesses, acting as an officer, partner or trustee of an organization or trust, political positions, second jobs, professional associations, etc. Outside Activities that are not covered by the Code are activities that involve a charity or foundation, as long as you do not provide investment or financial advice to the organization. Examples would include: volunteer work, homeowners organizations (such as condos or coop boards), or other civic activities. |
5.2. Participation in Investment Clubs and Private Pooled Vehicles
No Access Person shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Persons supervisor or other appropriate member of senior management, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.
6. REPORTING REQUIREMENTS
6.1. Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code
Within 10 days after becoming an Access Person, each Access Person must file with Personal Trading Compliance , a report of all Covered Securities holdings (including holdings of Reportable Funds ) in which such Access Person has Beneficial Ownership or Investment Control . The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an Access Person .
Additionally, within 10 days of becoming an Access Person , such Access Person must report all brokerage or other accounts that hold or can hold Covered Securities in which the Access Person has Beneficial Ownership or Investment Control . The information must be as of the date the person became an Access Person . An Access Person can satisfy these reporting requirements by providing Personal Trading Compliance with a current copy of his or her brokerage account or other account statements, which hold or can hold Covered Securities . An automated Initial Code of Ethics Certification and Disclosure Form can be found on the Legal and Compliance Intranet Homepage under Personal Trading Compliance Forms. This form must be completed and submitted to Personal Trading Compliance by the Access Person within 10 days of becoming an Access Person . The content of the Initial Holdings information must include, at a minimum, the title and type of security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held.
Explanatory Note: | Loomis Sayles treats all of its employees and certain consultants as Access Persons. Therefore, you are deemed to be an Access Person as of the first day you begin working for the firm. | |
Explanatory Note: | Types of accounts in which Access Persons are required to report include, but are not limited to: personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs etc. that either hold or can hold Covered Securities (including Reportable Funds). In addition, physically held shares of Covered Securities must also be reported. An Access Person should contact Personal Trading Compliance if they are unsure as to whether an account or personal investment is subject to reporting under the Code so the account or investment can be properly reviewed. |
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At the time of the initial disclosure period, each Access Person must also submit information pertaining to:
| His/her participation in any Outside Activity as described in Section 5.1 of the Code; |
| His/her participation in an Investment Club as described in Section 5.2 of the Code; |
| Holdings in Private Placements including hedge funds; and |
| A Related Person that is an officer and/or director of a publicly traded company; if any. |
Upon becoming an Access Person, each Access Person will receive a copy of the Code, along with the Loomis Sayles Insider Trading Policies and Procedures and Loomis Sayles Gifts, Business Entertainment and Political Contributions Policies and Procedures. Within the 10 day initial disclosure period and annually thereafter, each Access Person must acknowledge that he or she has received, read and understands the aforementioned policies and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of each.
6.2. Brokerage Confirmations and Brokerage Account Statements
Each Access Person must notify Personal Trading Compliance immediately upon the opening of an account that holds or may hold Covered Securities (including Reportable Funds ), in which such Access Person has Beneficial Ownership or Investment Control. In addition, if an account has been granted an exemption to the Select Broker requirement and/or the account is unable to be added to the applicable Select Brokers daily electronic broker feed, which supplies PTA with daily executed confirms and positions, Personal Trading Compliance will instruct the broker dealer of the account to provide it with duplicate copies of the accounts confirmations and statements. If the broker dealer cannot provide Personal Trading Compliance with confirms and statements, the Access Person is responsible for providing Personal Trading Compliance with copies of such confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, but no less than quarterly. Upon the opening of an account, an automated Personal Account Information Form must be completed and submitted to Personal Trading Compliance . This form can be found on the Legal and Compliance Intranet Homepage under Personal Trading Compliance Forms.
Explanatory Note: | If the opening of an account is not reported immediately to Personal Trading Compliance, but is reported during the corresponding quarterly certification period, and there has not been any trade activity in the account, then the Access Person will be deemed to have not violated its reporting obligations under this Section of the Code. |
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Explanatory Note: | For those accounts that are maintained at a Select Broker and are eligible for the brokers daily electronic confirm and position feed , Access Persons do not need to provide duplicate confirms and statements to Personal Trading Compliance. However, it is the Access Persons responsibility to accurately review and certify their quarterly transactions and annual holdings information in PTA, and to promptly notify Personal Trading Compliance if there are any discrepancies. |
6.3. Quarterly Transaction Reporting and Account Disclosure
Utilizing PTA, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds ) made during each calendar quarterly period in which such Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership of a Covered Security (even if such Access Person has no direct or indirect Investment Control over such Covered Security ), or as to which the Access Person has any direct or indirect Investment Control (even if such Access Person has no Beneficial Ownership in such Covered Security ). Non-volitional transactions in Covered Securities (including Reportable Funds ) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are still subject to the Codes annual reporting requirements. If no transactions in any Covered Securities, required to be reported, were effected during a quarterly period by an Access Person , such Access Person shall nevertheless submit a report through PTA within the time frame specified below stating that no reportable securities transactions were affected. The following information will be available in electronic format for Access Persons to verify on their Quarterly Transaction report:
The date of the transaction, the title of the security, ticker symbol or CUSIP, number of shares, and principal amount of each reportable security, nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the transaction, and the name of the broker, dealer or bank with which the transaction was effected. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.
With the exception of those accounts described in Exhibit Four, Access Persons are also required to report each account that may hold or holds Covered Securities (including accounts that hold or may hold Reportable Funds ) in which such Access Person has Beneficial Ownership or Investment Control that have been opened or closed during the reporting period. In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security , including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.
Every quarterly report must be submitted no later than thirty (30) calendar days after the close of each calendar quarter.
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6.4. Annual Reporting
On an annual basis, as of a date specified by Personal Trading Compliance, each Access Person must file with Personal Trading Compliance a dated annual certification which identifies all holdings in Covered Securities (including Reportable Funds ) in which such Access Person has Beneficial Ownership and/or Investment Control . This reporting requirement also applies to shares of Covered Securities , including shares of Reportable Funds that were acquired during the year in Non-volitional transactions. Additionally, each Access Person must identify all personal accounts which hold or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership and/or Investment Control . The information in the Annual Package shall reflect holdings in the Access Persons account(s) that are current as of a date specified by Personal Trading Compliance . The following information will be available in electronic format for Access Persons to verify on the Annual Holdings report:
The title of the security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds ) and the name of any broker, dealer or bank with which the securities are held. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.
Furthermore, on an annual basis, each Access Person must acknowledge and certify that during the past year he/she has received, read, understood and complied with the Code, Insider Trading Policies and Procedures, and the Policies and Procedures on Gifts, Business Entertainment, and Political Contributions, except as otherwise disclosed in writing to Personal Trading Compliance or the Chief Compliance Officer . Finally, as part of the annual certification, each Access Person must acknowledge and confirm any Outside Activities in which he or she currently participates and any Related Person that is an officer and/or director of a publicly traded company.
All material changes to the Code will be promptly distributed to Access Persons, and also be distributed to Supervised Persons on a quarterly basis. On an annual basis, Supervised Persons will be asked to acknowledge his/her receipt, understanding of and compliance with the Code.
Every annual report must be submitted no later than (45) calendar days after the date specified by Personal Trading Compliance .
6.5. Review of Reports by Chief Compliance Officer
The Chief Compliance Officer shall establish procedures as the Chief Compliance Officer may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by Access Persons and to report any violations thereof to all necessary parties.
6.6. Internal Reporting of Violations to the Chief Compliance Officer
Prompt internal reporting of any violation of the Code to the Chief Compliance Officer or Personal Trading Compliance is required under Rule 204A-1. While the daily monitoring process undertaken by Personal Trading Compliance is designed to identify any violations of the Code and handle any such violations promptly, Access Persons and Supervised Persons are required to promptly report any violations they learn of resulting from either their own conduct or those of other Access Persons or Supervised Persons to the Chief Compliance Officer or Personal Trading Compliance . It is incumbent upon Loomis Sayles to create an environment that
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encourages and protects Access Persons or Supervised Persons who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the Chief Compliance Officer . All Access Persons and Supervised Persons should therefore feel safe to speak freely in reporting any violations.
7. SANCTIONS
Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firms then current Sanctions Policy, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:
| a letter of caution or warning (i.e. Procedures Notice); |
| payment of a fine, |
| requiring the employee to reverse a trade and realize losses or disgorge any profits; |
| restitution to an affected client; |
| suspension of personal trading privileges; |
| actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and |
| referral to the SEC, other civil authorities or criminal authorities. |
Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violators history of prior compliance.
Explanatory Note: | Any violation of the Code, following a first offense whether or not for the same type of violation, will be treated as a subsequent offense. |
Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.
8. RECORDKEEPING REQUIREMENTS
Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:
| in an easily accessible place, a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years; |
| in an easily accessible place a record of any violation of the Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs; |
| a copy of each report (or information provided in lieu of a report including any manual pre-clearance forms and information relied upon or used for reporting) submitted under the Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place; |
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| copies of Access Persons and Supervised Persons written acknowledgment of initial receipt of the Code and his/her annual acknowledgement; |
| in an easily accessible place, a record of the names of all Access Persons within the past five years, even if some of them are no longer Access Persons , the holdings and transactions reports made by these Access Persons, and records of all Access Persons personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports); |
| a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and |
| a written record of any decision and the reasons supporting any decision, to approve the purchase by an Access Person of any Covered Security in an Initial Public Offering or Private Placement Transaction or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted. |
Explanatory Note: | Under Rule 204-2, the standard retention period required for all documents and records listed above is five years, in easily accessible place, the first two years in an appropriate office of Personal Trading Compliance. |
9. MISCELLANEOUS
9.1. Confidentiality
Loomis Sayles will keep information obtained from any Access Person hereunder in strict confidence. Notwithstanding the forgoing, reports of Covered Securities transactions and violations hereunder will be made available to the SEC or any other regulatory or self-regulatory organizations to the extent required by law rule or regulation, and in certain circumstances, may in Loomis Sayles discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.
9.2. Disclosure of Client Trading Knowledge
No Access Person may, directly or indirectly, communicate to any person who is not an Access Person or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any issuer of any Covered Security owned by any client of Loomis Sayles, including, without limitation, the purchase or sale or considered purchase or sale of a Covered Security on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate traditional asset management/operations activities on behalf of the client of Loomis Sayles.
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9.3. Notice to Access Persons, Investment Persons and Research Analysts as to Code Status
Personal Trading Compliance will initially determine an employees status as an Access Person, Research Analyst or Investment Person and the client accounts to which Investment Persons should be associated, and will inform such persons of their respective reporting and duties under the Code.
All Access Persons and/or the applicable supervisors thereof, have an obligation to inform Personal Trading Compliance if an Access Persons responsibilities change during the Access Persons tenure at Loomis Sayles.
9.4. Notice to Personal Trading Compliance of Engagement of Independent Contractors
Any Access Person that engages as a non-employee service provider (NESP), such as a consultant, temporary employee, intern or independent contractor shall notify Personal Trading Compliance of this engagement, and provide to Personal Trading Compliance the information necessary to make a determination as to how the Code shall apply to such NESP, if at all.
NESPs are generally not subject to the pre-clearance, trading restrictions and certain reporting provisions of the Code. However, NESPs must receive, review and acknowledge a Code of Ethics Compliance Statement that further describes his/her Code requirements and fiduciary duties while engaged with Loomis Sayles.
At times, NESPs are contracted to various departments at Loomis Sayles where they may be involved or be privy to the investment process for client accounts or the Loomis Sayles recommendation process. Prior to their engagement, the Loomis Sayles Human Resources Department will notify Personal Trading Compliance of these NESPs and depending on the facts and circumstances, the NESP will be communicated what provisions of the Code will apply to them during their engagement.
9.5. Questions and Educational Materials
Employees are encouraged to bring to Personal Trading Compliance any questions you may have about interpreting or complying with the Code about Covered Securities , accounts that hold or may hold Covered Securities or personal trading activities of you, your family, or household members, your legal and ethical responsibilities, or similar matters that may involve the Code.
Personal Trading Compliance will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code. On an annual basis, each Access Person is required to successfully complete the Code of Ethics and Fiduciary Duty Tutorial designed to educate Access Persons on their responsibilities under the Code and other Loomis Sayles policies and procedures that generally apply to all employees.
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GLOSSARY OF TERMS
The boldface terms used throughout this policy have the following meanings:
1. | Access Person means an access person as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any Advisory Person (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions: |
a. | He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales; |
b. | He or she does not have access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund ; and |
c. | He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic. |
Loomis Sayles treats all employees as Access Persons .
2. | Advisory Person means an advisory person and advisory representative as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a Control relationship to Loomis Sayles), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) every natural person in a Control relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a Covered Security. Advisory Person also includes: (a) any other employee designated by Personal Trading Compliance or the Chief Compliance Officer as an Advisory Person under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by Personal Trading Compliance or the Chief Compliance Officer as a result of such persons access to information about the purchase or sale of Covered Securities by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise). |
3. | Beneficial Ownership is defined in Section 3.2 of the Code. |
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4. | Chief Compliance Officer refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of purchases and sales by Access Persons , and to address issues of personal trading. Personal Trading Compliance means the employee or employees of Loomis Sayles designated from time to time by the General Counsel of Loomis Sayles to receive and review reports of purchases and sales, and to address issues of personal trading, by the Chief Compliance Officer , and to act for the Chief Compliance Officer in the absence of the Chief Compliance Officer . |
5. | Covered Security is defined in Section 3.1 of the Code. |
6. | Exempt ETF is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two. |
7. | Federal Securities Laws refers to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the U.S. Department of the Treasury, and any amendments to the above mentioned statutes. |
8. | Investment Control is defined in Section 3.3 of the Code. This means control as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to directly or indirectly influence, manage, trade, or give instructions concerning the investment disposition of assets in an account or to approve or disapprove transactions in an account. |
9. | Initial Public Offering means an initial public offering as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. |
10. | Investment Company means any Investment Company registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser. |
11. | Investment Person means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person . |
12. | Loomis Advised Fund is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in Exhibit One . |
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13. | Non-volitional transactions are any transaction in which the employee has not determined the timing as to when the purchase or sale will occur and the amount of shares to be purchased or sold, i.e. changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging program, automatic monthly payroll deductions, and any transactions made within the Guided Choice Program. Non-volitional transactions are not subject to the pre-clearance or quarterly reporting requirements under the Code. |
14. | Portfolio Manager means any individual employed by Loomis Sayles who has been designated as a Portfolio Manager by Loomis Sayles. A person is considered a Portfolio Manager only as to those client accounts as to which he or she is designated by the Chief Compliance Officer as such. As to other client accounts, he or she is simply an Access Person . |
15. | Private Placement Transaction means a limited offering as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds. |
16. | Recommendation means any change to a securitys price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst . |
17. | Reportable Fund is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One . |
18. | Research Analyst means any individual employed by Loomis Sayles who has been designated as a Research Analyst or Research Associate by Loomis Sayles. A person is considered a Research Analyst only as to those Covered Securities which he or she is assigned to cover and about which he or she issues research reports to other Investment Persons or otherwise makes recommendations to Investment Persons beyond publishing their research. As to other securities, he or she is simply an Access Person . |
19. | Select Broker is defined in Section 3.4 of the Code. |
20. | Supervised Person is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles. |
21. | Volitional transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold. Volitional transactions are subject to the pre-clearance and reporting requirements under the Code. |
-3-
STANDARDS OF BUSINESS CONDUCT
AND CODE OF ETHICS
BMO Harris Bank N.A.
BMO Asset Management Corp.
BMO Investment Distributors, LLC
Monegy, Inc.
BMO Funds, Inc.
BMO LGM Frontier Markets Equity Fund
Stoker Ostler Wealth Advisors, Inc.
Taplin, Canida & Habacht, LLC
BMO Delaware Trust Company
December 2016
1
STANDARDS OF BUSINESS CONDUCT
AND CODE OF ETHICS
Table of Contents
I. |
INTRODUCTION | 4 | ||||
II. |
DEFINITIONS | 4 | ||||
A. |
A CCESS Person | 4 | ||||
B. |
A DVISERS | 5 | ||||
C. | A DVISORY P ERSON | 5 | ||||
D. | A PPROVED T HIRD P ARTY M ANAGER A CCOUNT | 5 | ||||
E. | A FFILIATE | 5 | ||||
F. | A SSOCIATED P ROCEDURES | 5 | ||||
G. | A UTOMATIC I NVESTMENT P LAN | 5 | ||||
H. | B ANK E MPLOYEE M EMBER | 5 | ||||
I. | B ENEFICIAL O WNERSHIP | 6 | ||||
J. | BMO E NTITIES | 6 | ||||
K. | BMO F UNDS | 6 | ||||
L. | C LIENT | 6 | ||||
M. | C ONFIDENTIAL I NFORMATION | 6 | ||||
N. | C ONTROL | 6 | ||||
O. | C OVERED P ERSON | 6 | ||||
P. | D ESIGNATED R EPORTING P ERSON | 6 | ||||
Q. | D ISINTERESTED D IRECTOR | 7 | ||||
R. | F EDERAL S ECURITIES L AWS | 7 | ||||
S. | I NITIAL P UBLIC O FFERING OR IPO | 7 | ||||
T. | I NVESTMENT P ERSONNEL | 7 | ||||
U. | L IMITED O FFERING | 7 | ||||
V. | P UBLIC C OMPANY | 7 | ||||
W. | P URCHASE OR SALE OF A S ECURITY | 7 | ||||
X. | R EPORTABLE A CCOUNT | 7 | ||||
Y. | R EPORTABLE F UND | 8 | ||||
Z. | R EPORTABLE S ECURITY | 8 | ||||
AA. | S ECURITY | 8 | ||||
BB. | S UPERVISED P ERSON | 8 | ||||
III. |
STANDARDS OF CONDUCT AND COMPLIANCE WITH LAWS | 9 | ||||
IV. |
INSIDER TRADING AND THE PROTECTION OF MATERIAL NON-PUBLIC INFORMATION | 10 | ||||
V. |
MARKET MANIPULATION | 12 | ||||
VI. |
PERSONAL SECURITIES TRADING AND REPORTING | 13 | ||||
VII. |
GIFTS AND ENTERTAINMENT POLICY | 22 |
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A. | G IFTS | 21 | ||||
B. | E NTERTAINMENT | 22 | ||||
C. | S PECIAL C ONSIDERATIONS FOR C ERTAIN C LIENT T YPES | 23 | ||||
VIII. |
SERVICE AS BOARD DIRECTOR OR MEMBER | 23 | ||||
IX. |
CERTIFICATION AND ACKNOWLEDGEMENT OF THE CODE AND ITS PROVISIONS | 23 | ||||
X. |
DISINTERESTED DIRECTORS OF BMO FUNDS | 24 | ||||
A. | P ROHIBITED S ECURITIES T RANSACTIONS | 24 | ||||
B. | E XEMPTED T RANSACTIONS | 24 | ||||
C. | R EPORTING S ECURITIES T RANSACTIONS | 25 | ||||
D. | T RANSACTIONS WITH A BMO F UND | 25 | ||||
XI. |
WAIVERS BY THE DESIGNATED REPORTING PERSON | 25 | ||||
XII. |
REVIEWING AND MONITORING | 25 | ||||
XIII. |
REPORTING VIOLATIONS AND SANCTIONS | 26 | ||||
XIV. |
ANNUAL REPORT TO AND REVIEW BY BMO FUNDS BOARD OF DIRECTORS | 26 | ||||
XV. |
RECORDKEEPING | 26 | ||||
XVI. |
FORM ADV | 27 | ||||
XVII. |
CONFIDENTIALITY | 27 |
3
STANDARDS OF BUSINESS CONDUCT
AND CODE OF ETHICS
I. | I NTRODUCTION |
This Code of Ethics (the Code) establishes standards for both business conduct and personal investments by Covered Persons of BMO Entities, defined herein. This Code has been adopted by the Advisers to comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the Investment Company Act). This Code also contains provisions regarding the reporting of personal securities by certain bank persons (Bank Employee Member) pursuant to 12 CFR §12.7(a)(4) or FDIC Rule 344.9, as applicable. The BMO Entities believe that the provisions of this Code and any Associated Procedures contain procedures reasonably necessary to prevent Covered Persons from violating the Code.
Each Covered Person is to read, understand and follow this Code and is to certify as to having done so. See Section IX-Certification and Acknowledgement of the Code and Its Provisions.
In addition to the specific requirements of the Code, Covered Persons are required to comply with all applicable BMO Financial Group corporate policies, directives and procedures (e.g. First Principles and Code of Business Conduct) and all applicable Federal Securities Laws. Such laws include laws regulating privacy, anti-money laundering, insider trading, offerings and sales of securities, and fraud.
This Code is not intended to deal with every possible situation Covered Persons may encounter. If a situation arises that is not covered in the Code, or if a Covered Person is uncertain about any aspect of the Code, he/she is asked to consult with their Designated Reporting Person.
II. | D EFINITIONS |
A. | Access Person means |
i. | Any Advisory Person of the Advisers; |
ii. | Any Supervised Person of the Advisers who has access to nonpublic information regarding any Clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; |
iii. | Any Supervised Person of the Advisers who is involved in making securities recommendations to Clients of the Advisers, or who has access to such recommendations that are nonpublic; |
iv. | Any director or officer of BMO Investment Distributors, the principal underwriter of BMO Funds, who, in the ordinary course of business, makes, participates in, or obtains information regarding, the purchase or sale of Reportable Securities by BMO Funds, or whose functions or duties in the ordinary course of business relate to the making of any recommendations to BMO Funds regarding the purchase or sale of Reportable Securities; and |
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v. | Any director or officer of the Advisers or BMO Funds, who is not a Disinterested Director. |
B. | Advisers means the BMO Entities that are investment advisers registered under the Advisers Act including, BMO Asset Management Corp., Monegy, Inc., Stoker Ostler Wealth Advisors, Inc. and Taplin, Canida & Habacht, LLC. |
C. | Advisory Person means |
i. | Any director, officer, or employee of the BMO Entities (or of any company in a Control relationship to the Advisers or the BMO Funds), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the current purchases or sales of a Reportable Security by a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and |
ii. | Any natural person in a Control relationship to the Advisers or the BMO Funds who normally obtains information concerning current recommendations made to a Reportable Fund with regard to the purchases or sales of a Reportable Security. |
D. | Approved Third Party Manager Account means any Reportable Account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account, such as an account where the Covered Person has granted full discretionary authority to a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity, that has been approved by the Covered Persons Designated Reporting Person. |
E. | Affiliate with respect to any referenced entity, means an entity that is Controlled by, Controls or is under common Control with such entity. |
F. | Associated Procedures means those policies, procedures and/or statements that have been adopted by the BMO Entities, and which are designed to supplement this Code and its provisions. |
G. | Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. |
H. | Bank Employee Member means certain employees of BMO Harris Bank N.A. and BMO Delaware Trust Company who: |
i. | Make investment recommendations or decisions for the accounts of clients; |
ii. | Participate in the determination of the recommendations or decisions; or |
iii. | In connection with their duties, obtain information concerning which securities are being purchased, sold, or recommended for purchase or sale by the bank. |
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I. | Beneficial Ownership shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all Securities which an Covered Person has or acquires. Beneficial Ownership will be attributed to an Covered Person in all instances where the Covered Person (i) possesses the ability to purchase or sell the Securities (or the ability to direct the disposition of the Securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such Securities; or (iii) receives any benefits substantially equivalent to those of ownership. |
A person is presumed to be the Beneficial Owner of Securities held by immediate family members or held by other persons, by reason of any contract, arrangement, understanding, or relationship that provides the Covered Person with direct or indirect pecuniary interest in the Securities, sharing the Covered Persons household (immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or equivalent domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships). |
J. | BMO Entities covered by this Code of Ethics include BMO Asset Management Corp., BMO Investment Distributors, Monegy, BMO Funds, Stoker Ostler Wealth Advisors, Inc., Taplin, Canida & Habacht, LLC and certain divisions of BMO Harris Bank N.A., and BMO Delaware Trust Company. |
K. | BMO Funds means BMO Funds, Inc., and BMO LGM Frontier Markets Equity Fund. |
L. | Client means anyone for whom investment management or advice is provided by the BMO Entities, and it includes registered and unregistered investment companies and other pooled investment vehicles, advisers for whom a BMO Entity acts as sub-adviser, and, unless the context requires otherwise, prospective clients. |
M. | Confidential Information means information not publicly available and includes, but is not limited to: the composition of Client holdings and transactions, Clients financial information, corporate financial activity, lists of Clients, Working List Securities, investment models, methods, processes, and formulae and other proprietary information such as certain records, procedures, systems, pending research recommendations and software. |
N. | Control shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act. |
O. | Covered Person means any Access Person of the Advisers and BMO Funds, any Bank Employee Member of certain divisions of BMO Harris Bank N.A., BMO Delaware Trust Company and any other Supervised Person. |
P. | Designated Reporting Person means the chief compliance officer (or his or her designee) of the respective BMO Entities. A Covered Persons Designated Reporting Person is the Designated Reporting Person for which the Covered Person primarily performs duties. |
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Q. | Disinterested Director means a director or trustee of the BMO Funds who is not an interested person of the BMO Funds within the meaning of Section 2(a)(19) of the Investment Company Act. |
R. | Federal Securities Laws include the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, and the Bank Secrecy Act as it applies to funds and investment advisers, all as amended from time to time, and the rules and regulations thereunder. |
S. | Initial Public Offering or IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registrations, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934. |
T. | Investment Personnel include: Covered Persons with direct responsibility and authority to make investment decisions affecting a Clients portfolio (such as fund or portfolio managers); Covered Persons who provide information and advice to such managers (such as securities analysts); Covered Persons who assist in executing investment decisions for a Client (such as traders); and any natural person who Controls the Advisers or the BMO Funds and who obtains information concerning recommendations made to a Client regarding the purchase or sale of securities by a Client. As the context requires, Investment Personnel may refer to one or more Covered Persons. |
U. | Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933. |
V. | Public Company means any entity subject to the reporting requirements of the Securities Exchange Act of 1934. |
W. | Purchase or sale of a Security includes the purchase, sale or writing of an option to purchase or sell a Security. A Security is being considered for purchase or sale when a recommendation to purchase or sell a Security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. |
X. | Reportable Account means any account in which any securities are held for the Covered Persons direct or indirect benefit. This includes but is not limited to broker-dealer accounts, trust accounts, pension accounts, deferred compensation plans, employee stock purchase plans, accounts managed by third party managers, and any other account that may hold a Security such as 401(k), 403(b), directly held Reportable Fund accounts, and 529 Plans. |
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Y. | Reportable Fund means each investment company (and any series or portfolios of such company) registered under the Investment Company Act that is advised or sub-advised by the Advisers or its Affiliates. Reportable Funds include common and collective funds, private funds, and any other pooled vehicle advised or sub-advised by the BMO Entities. Reportable Funds do not include money market funds. |
Z. | Reportable Security shall have the same meaning as Security defined below, except that Reportable Securities include Exchange Traded Funds (ETFs) but do not include: |
i. | Direct obligations of the Government of the United States; |
ii. | Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
iii. | Shares issued by non-affiliated open-end U.S. registered investment companies and non-affiliated common and collective trusts ; and |
iv. | Shares issued by money market funds, including BMO. |
As circumstances warrant for the equitable administration of this Code, the Compliance Department may construe the definition of Reportable Security on a case-by-case basis as matters are presented to it, to take into account the exemptions and exclusions from the definition of Security adopted under the Federal Securities Laws.
AA. | Security shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act or Section 202(a)(18) of the Advisers Act. Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. |
BB. | Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of a BMO Entity, or other person who provides investment advice on behalf of the BMO Entity and is subject to the supervision and Control of the BMO Entity. In addition, any employee of an Affiliate who is licensed as, or considered, an investment adviser representative of one of the Advisers and certain members of their staff are considered Supervised Persons of such Adviser. Additionally, based on circumstance, the Designated Reporting Persons or his or her designee may consider non-employees of the BMO Entities to be Supervised Persons and subject to this Code. The Designated Reporting Persons (or his or her designee) will maintain a list of all Supervised Persons and provide each Supervised Person with notification of his or her status as such, this Code and any amendments. |
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III. | S TANDARDS OF C ONDUCT AND C OMPLIANCE WITH L AWS |
As a fiduciary to our clients, the BMO Entities strive to act in the best interest of our clients and Fund shareholders and to place their interests ahead of our own. We believe over the long run the BMO Entities interests will be best served by this philosophy. This Code of Ethics is based on concepts of fiduciary duty, securities and other applicable laws and regulations and internal policies adopted by the BMO Entities. It is intended to promote the highest standards of ethical and professional conduct.
Covered Persons must not disclose, directly or indirectly, any Confidential Information, except that confidential information may be disclosed (i) to the Client, (ii) to authorized persons of the BMO Entities, (iii) to authorized agents so that they may discharge their professional duties, (iv) to other persons as the Client authorizes and, (v) when such information is legally required to be disclosed, (e.g., when duly requested by regulatory authorities or a court). Covered Persons also must not use, directly or indirectly, any Confidential Information for their personal benefit, (e.g., front-running Client transactions).
Furthermore, Covered Persons shall not (directly or indirectly) in connection with securities-related and advisory-related activities:
| Employ any device, scheme or artifice to defraud; |
| Make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; |
| Engage in any transaction, practice or course of business which operates or would operate as a fraud or deceit upon any person; or |
| Engage in any act, practice or course of business which is fraudulent, deceptive or manipulative. |
Section VI of this Code deals with personal securities trading by Covered Persons. The general fiduciary principles that govern personal investment activities are:
| The duty at all times to place the interests of Clients, and Fund shareholders first; |
| The requirement that all personal securities transactions be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of a Covered Persons position of trust and responsibility; and |
| The principle that the BMO Entities personnel should not take inappropriate advantage of their positions. |
We recognize that independence in the investment decision-making process is vital. Causing a portfolio to take action or to fail to take action for the purpose of achieving a personal benefit rather than to benefit the portfolio is a violation of this Code. Investment Personnel have an affirmative duty to bring suitable securities to the attention of those making investment decisions. Consequently, the failure to recommend or buy a suitable security for a Client or Fund in order to avoid the appearance of conflict from a personal transaction in that security will be considered a violation of this Code.
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Inducing or causing a Client to take action, or to fail to take action, for the purpose of achieving a personal benefit, rather than a benefit for a Client is a violation of this Code. Examples of this would include causing a Client to purchase a Security owned by the Covered Person for the purpose of supporting or driving up the price of the Security, and causing the Client to refrain from selling a Security in an attempt to protect the value of the Covered Persons investment, such as an outstanding option.
Using knowledge of Client portfolio transactions to profit by the market effect of such transactions is a violation of this Code. This could be a single, series or pattern of Securities transactions by Covered Persons. However, it is important to note that a violation could result from a single, series or pattern of transactions if the circumstances warranted a finding that the provisions of this Code have been violated.
IV. | I NSIDER T RADING AND THE P ROTECTION OF M ATERIAL N ON -P UBLIC I NFORMATION |
Insider Trading is generally understood as the purchase or sale of securities while in possession of inside information i.e., material, non-public information (information not available to the general public but important in making a decision to buy or sell a security). Insider trading includes making such information available (tipping), directly or indirectly, to others who may trade based on that information.
A Covered Person who becomes aware of material information that has not been disclosed to the marketplace generally should not, without first discussing the matter with your Designated Reporting Person or a member of the BMO Entities Legal Department,
| Engage in any act, practice or course of business which is fraudulent, deceptive or manipulative; |
| Trade in (purchase or sell) the securities of the company to which the information relates, either on behalf of a Client or for his or her own or a related account; |
| Recommend transactions in such securities; or |
| Disclose that information (tip) to others. |
These restrictions apply if such information has been acquired improperly or, though acquired properly, has been obtained in circumstances in which there is a reasonable expectation that it will not be used for trading purposes, or where the information relates to a tender offer and came from a tender offer participant.
In particular, no employee should trade, tip, or recommend the securities of any issuer having obtained material nonpublic information on a confidential basis, from an insider in breach of his or her duty, or through misappropriation. On the other hand, there is no prohibition against using information obtained legitimately through ones own analyses or appropriate investigative efforts.
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Any Covered Person who acquires material nonpublic information may not discuss that information with others, other than to report such fact to your Designated Reporting Person and/or a member of the BMO Entities Legal Department. Once material nonpublic information has been disclosed to a person, he or she is precluded from trading in the security to which that information relates, making any comment which could be viewed as a recommendation, or otherwise further disclosing the information, as long as he or she possesses material nonpublic information. In this regard, particular restraint should be exercised to avoid the transmission of information which is not likely to become public in the short term.
Materiality. Information is material if it has market significance, that is, if its public dissemination is likely to affect the market value of securities, or if it is otherwise information that a reasonable investor would want to know before making an investment decision.
While it is impossible to list all types of information which might be deemed material under particular circumstances, information dealing with the following subjects is often found to be material:
| Earnings estimates and other financial projections |
| Dividends |
| IPOs |
| Major new discoveries or advances in research |
| Acquisitions, including mergers and tender offers |
| Sales of substantial assets |
| Changes in debt ratings |
| Significant write-downs of assets or additions to reserves for bad debts or contingent liabilities |
On the other hand, information is generally not material if its public dissemination would not have a market impact, or if the information would not likely influence a reasonable investor making an investment decision. Since such judgments may ultimately be challenged with the benefit of hindsight, and the consequences of a wrong decision are potentially severe, an employee should contact their Designated Reporting Person for advice as to whether particular information is material
Nonpublic. Information that has not been disclosed to the public generally is nonpublic. To demonstrate that certain information is public, the Covered Person should be able to point to some fact showing that it is widely available. Information would generally be deemed widely available if it has been disclosed, for example, in the broad tape, Wall Street Journal, or widely circulated public disclosure documents, such as prospectuses, annual reports, or proxy statements.
Nonpublic information may include, but is not limited to;
| Information available to a select group of analysts or brokers or institutional investors |
| Undisclosed facts which are the subject of rumors, even if the rumors are widely circulated |
| Information that has been imparted on a confidential basis, unless and until the information is made public and enough time has elapsed for the market to respond to a public announcement of the information. |
Information from Affiliates. Because the BMO Entities are under common control with affiliate banks and other financial institutions, all of which could be a source of nonpublic information, the BMO Entities employees must be particularly careful to consider the nature of the information they receive before using it. Use of insider information obtained from an Affiliate of Bank of Montreal is prohibited and could subject both the BMO Entities and the Affiliate to penalties for insider trading.
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Information Obtained on a Confidential Basis. When the BMO Entities employee obtains information from a source with the expectation that he or she will keep such information confidential, the BMO Entities and its employees are prohibited from using that information to trade, tip, or recommend securities and such confidential information may not be given to affiliates of the BMO Entities. The expectation of confidentiality may be either explicitly set forth or implied by the nature of the BMO Entities relationship with the source of the information.
Information Obtained through a Breach of Fiduciary Duty. Even in the absence of an expectation of confidentiality, the BMO Entities employees are prohibited from trading, tipping, or recommending securities on the basis of material nonpublic information disclosed by an insider in breach of a fiduciary or similar duty.
Information Obtained Through Misappropriation. Misappropriated information is information that has been improperly obtained or, though obtained properly, is being used improperly for a purpose contrary to the purpose for which it was given. For example, if a printer, a commercial banker, or a lawyer passes along to others material nonpublic information entrusted to him or her by a Client, misappropriation may have occurred. Thus, if such a person divulges the information to a person who knows of that relationship, and the person trades, tips, or recommends the Clients securities, liability as a tippee with respect to the misappropriated information may be found. For this reason, absent approval by your Designated Reporting Person on the basis of a full exploration of the facts, no employee may trade, tip, or make recommendations regarding affected securities where he or she has reason to believe the information has been misappropriated.
Any violation of the procedures in this Section, or any other disclosure or use of material nonpublic information, should be reported to your Designated Reporting Person immediately. Violations may result in disciplinary action taken by Compliance with potential further SEC or regulatory sanctions.
Any question as to the applicability or interpretation of these guidelines or the propriety of any desired action must be discussed with your Designated Reporting Person prior to trading or disclosure of the information.
V. | M ARKET M ANIPULATION |
The BMO Entities prohibit any member, officer, director, employee or other Covered Person from engaging in rumor creation or dissemination that involves knowingly putting false information into the market in order to artificially change the stock price of any publicly-traded security, or from engaging in fraud and manipulation with the intent to profit. This conduct is frequently referred to as market manipulation. This policy applies to all Covered Persons and extends to activities within and outside their duties at the BMO Entities.
The term market manipulation is not specifically delineated in the federal securities laws, however, the laws refer to the prohibition against creating and disseminating false or misleading statements, or to the prohibition against fraud and manipulation. Market manipulation is viewed as an emerging area of the law. The Securities and Exchange Commission has not pursued many such cases in the past because of the difficulty of tracing where a false rumor originates and of proving it was knowingly false. But now the increased use of technologies, such as emails, instant messages, and other electronic communications, which enable the quick spread of rumors, are enabling law enforcement officials to track down the origin of false rumors and prove that they were knowingly false.
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While the laws concerning market manipulation are not static, it is generally understood that the laws prohibit:
| Knowingly creating and/or disseminating information that is nonpublic, false, or speculative without factual support. |
| Disseminating information from unknown or unidentified sources. |
Market manipulation involves knowingly putting false information into the market in order to artificially change the stock price of any publicly-traded security, or engaging in fraud and manipulation with the intent to profit. This becomes particularly important when a firm owns the securities in question. A rumor can be disseminated through all forms of communication, including, but not limited to, emails, instant messages, blogs, chat rooms, telephones, faxes, messages, letters, and memos. It can entail creating a false rumor, but can also occur through the omission of a material fact. It can be in the form of a statement or a question. The materiality of the rumor is considered, i.e. it must be reasonably likely to affect the stock price or the value of the target toward which the rumor is directed.
The BMO Entities prohibit any Covered Person from knowingly creating and/or disseminating information that is nonpublic, false, or speculative without factual support. Because an intent to manipulate is presumed if a rumor originates with an individual or firm that is later found to have profited from the rumor, members, officers, directors and employees are prohibited from entering any securities-related chat rooms or posting on securities-related blogs to avoid inadvertent manipulation.
The BMO Entities also prohibit any Covered Person from disseminating information from unknown or unidentified sources. Even if it is not clear that a rumor is false at the time, you can still be charged if you assisted in disseminating the rumor. As such, dissemination must be limited to information that is derived from known and/or reliable sources.
Employees who believe they may have inadvertently (or consciously) manipulated the market or employees who believe they may have been pressured into such actions are expected to immediately report such actions to their Designated Reporting Person.
VI. | P ERSONAL S ECURITIES T RADING AND R EPORTING |
This Code requires Covered Persons to conduct any personal securities trading activities in accordance with the provisions of this Code and to periodically report their personal securities transactions and holdings to the Compliance Department in the manner specified in this code. Personal trading activities of a Covered Person include transactions in accounts in which the Covered Person has any direct or indirect Beneficial Ownership, which includes immediate family members sharing the Covered Persons household (See definition of Beneficial Ownership, on page 6).
Covered Persons must submit holdings and transaction reports for Reportable Securities in which the Covered Person has, or acquires, any direct or indirect Beneficial Ownership. Reporting obligations may be met by submitting the necessary reports on the Sungard Protegent PTA (Protegent PTA) web-based personal trade monitoring system located on the intranet via the following address; https://mi.ptaconnect.com/pta/pages/logon.jsp .
Certain Supervised Persons of the Advisers who are not considered Access Persons are not subject to the pre-clearance requirements detailed in Section VI.A.i below except related to Limited Offerings and IPOs. Such Supervised Persons will be notified if they are not subject to the pre-clearance requirements.
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Covered Persons who are considered Bank Member Employees, who are not also considered Access Persons, are not subject to pre-clearance requirements in Section VI.A.i below.
A. | Personal Trading Procedures |
Personal transactions by a Covered Person, or immediate family member sharing the Covered Persons household, whether a transaction is a purchase or sale, in any Reportable Security that the Covered Person has direct or indirect Beneficial Ownership shall be prohibited if the Covered Person knows, or should have known, at the time the personal transaction was contemplated that such a purchase or sale; (i) is being considered for purchase or sale by a Client or (ii) is being purchased or sold by a Client, including but not limited to, portfolio re-optimizations, unless the personal transaction meets a pre-clearance exception listed below in Section VI.A.ii below.
i. | Trading Guidelines and Restrictions |
1. Pre-Clearance Requirements Covered Persons must pre-clear every purchase or sale of a Reportable Security in which the Covered Person has a Beneficial Ownership in a Reportable Account, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii. Equity-related and Fixed Income securities must be pre-cleared using Protegent PTA. Pre-clearance approval and the receipt of express pre-clearance approval does not exempt you from the prohibitions outlined in this Code.
| Pre-clearance approval may be granted between 8:30a.m. CT and 3p.m. CT. |
| Pre-clearance approval remains in effect until the end of the trading day on which it was granted. |
| When trading options, the Covered Person must pre-clear the underlying security, unless the underlying security meets a pre-clearance exemptions listed below, before entering into the option contract. |
| When entering limit orders for transactions that do not meet the de minimis exemption, Covered Persons must obtain pre-clearance approval each day the order is outstanding. |
2. Limited Offerings Covered Persons may not acquire Securities for their personal accounts in a Limited Offering unless:
| such transaction otherwise comply with all other provisions of this Code; |
| the Covered Person submits the full details of the proposed transaction to their Designated Reporting Person, including written certification that the investment opportunity did not arise by virtue of the Covered Persons position with BMO, the BMO Entities or an Affiliate; |
| The Designated Reporting Person has (i) concluded (after reviewing the details supplied by the Covered Person, receiving the written certification, and consulting with other BMO investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted pre-clearance approval. |
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The Covered Person, after purchasing an approved Limited Offering, may not participate in any investment decision regarding that Limited Offering for any Client. As such, a recommendation to a Client of the BMO Entities to purchase or sell Securities of such an issuer (following a purchase by a Covered Person in an approved personal transaction) will be subject to an independent review by the President of the Adviser (or his or her designee), so long as the person conducting such review has no personal interest in the issuer. The Covered Person will affirmatively disclose to the Chief Compliance Officer any such independent review.
3. Initial Public Offerings (IPOs) Covered Persons are prohibited from acquiring any Security distributed in an initial public offering (IPO), until trading of the Security commences in the secondary market. This restriction also applies to transactions in IPOs in an account where the Covered Person has granted full discretionary authority to an Approved Third Party Manager. The Compliance Department reserves the right to contact your Approved Third Party Manager to verify they are not participating in IPOs in your account.
4. Blackout Periods
a. | Covered Persons are prohibited from executing a personal transaction in any Reportable Security on a day during which a Client has a pending buy or sell order for that Reportable Security, and for seven (7) calendar days after a Client purchases or sells the same Reportable Security. Any purchases or sales of any Reportable Security by a Covered Person within seven (7) days before a Client purchases or sells the same Reportable Security are subject to review on a case-by-case basis for purposes of determining whether a violation of this Code has or may have occurred, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii. |
b. | Covered Persons, with knowledge of a reoptimization, are prohibited from executing a personal transaction in any Reportable Security, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii, from; |
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(i) | the time of dissemination of the output of any investment model until the time of publication of the final list of pending transactions based upon the investment model; or |
(ii) | the time of publication of the final list of pending transactions based upon the investment model until seven (7) calendar days after a Client account has completed its transactions in that security. |
5. When purchasing, exchanging, or redeeming shares of a Reportable Fund, Covered Persons must comply in all respects with the policies and standards set forth in the then current prospectus, including restrictions on short-term trading.
6. Short-Term Trading Covered Persons are generally discouraged from engaging in short-term speculative trading, excessive trading and trading which interferes the Covered Persons job responsibilities.
7. BMO Securities Covered Persons are prohibited from engaging in transactions in Bank of Montreal Securities or related financial instruments that are:
a. | call or put options or short selling (selling, directly or indirectly, Bank of Montreal Securities or related financial instruments that you do not own); or |
b. | transactions (e.g., monetization transactions, forward sale contracts, equity swaps, collars, purchases of units of exchange funds, entering into exchange contracts or limited recourse loans secured primarily by Bank of Montreal Securities, etc.) if those transactions are designed to hedge or offset the economic risk of holding Bank of Montreal Securities or related financial instruments. |
ii. | Exceptions from Pre-Clearance Requirements |
The following exceptions are from pre-clearance only ; please see Section B for applicable reporting requirements.
1. | Covered Persons are not required to pre-clear the following: |
a. | Purchases or sales of 2,000 common shares or less (or the purchase, sale, writing of, the right to or voluntary exercise of 20 options contracts or less) in a public company whose market capitalization is greater than $5 billion at the time of the purchase or sale; |
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b. | Transactions over which the Covered Person has no control, such as the expiration of an option contract or option exercise thresholds that trigger an automatic exercise of options; |
c. | Purchases or sales in Exchange Traded Funds (ETFs) and closed end funds, including options on such funds; |
d. | Transactions in a Reportable Fund, except that a Covered Person of the Adviser or sub-Adviser to the Reportable Fund must pre-clear such transactions in excess of $100,000; |
e. | Transactions in a Bank of Montreal (BMO) 401(k) plans, except for transactions in Reportable Funds as described above; |
f. | Purchases or sales in foreign currency futures or forwards; |
g. | Purchases or sales of options, futures, or forwards on broad-based indices, defined as indices consisting of 100 names or more; |
h. | The execution of options of BMO securities acquired as the result of employment at BMO or its Affiliates, subject to any applicable BMO trading windows; |
i. | Purchases which are made through an Automatic Investment Plan; |
j. | Purchases made through the ESPP or 401(k) that are a part of an automatic payroll deduction plan whereby an employee purchases securities issued by an employer or a Reportable Fund; however, any sale or other purchase of a Reportable Fund or employer securities in a 401(k) or the sale of securities purchased through the ESPP are subject to the pre-clearance requirements described herein. |
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k. | Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and any sales of such rights so acquired; |
l. | The acquisition of Reportable Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; |
m. | Purchases which (upon advance notification and approval from your Designated Reporting Person or his or her designee) are part of an offering(s) made available to a member of the Covered Persons household solely by virtue of that persons employment; |
n. | Purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control with an Approved Third Party Manager(s). However, in order to advise any such Approved Third Party Manager to enter into or refrain from entering into a specific transaction or class of transactions, you must first consult your Designated Reporting Person and obtain approval; or |
o. | Any transaction in which your Designated Reporting Person or his or her designee determines that the nature of the Security traded or the facts surrounding the transaction are sufficient enough to make pre-clearance unwarranted. |
B. Reporting Requirements
Failure to complete the reports described in this Section of the Code in the specified timeframe is a violation of Rule 17j-1 and Rule 204A-1 under the Investment Company Act and the Advisers Act, respectively, and all of the other applicable law, rule or regulation, as well as this Code. Covered Persons reporting obligations may be met by submitting the necessary reports on Protegent PTA. The Compliance Department generally maintains these reports within Protegent PTA.
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Any report submitted pursuant to this Section may contain a statement that the report shall not be construed as an admission by the Covered Person that such person has in fact any direct or indirect Beneficial Ownership in the securities to which the report relates.
i. | Initial and Annual Holdings Reports |
Within ten calendar days of becoming a Covered Person, Covered Persons must submit an Initial Report listing all Reportable Accounts along with any in which they are a Beneficial Owner and all holdings within these accounts. Furthermore, annually, Covered Persons must report all Reportable Accounts along with any in which they are a Beneficial Owner and all transactions within these accounts unless the transaction is an Exempt Transaction.
1. Every Covered Person shall report the information described below to their Designated Reporting Person (or his or her designee):
a. | The full name (title), description (type and exchange ticker symbol or CUSIP number), number of shares and principal amount of each Reportable Security in which the Covered Person or any immediate family member sharing the same household had any direct or indirect Beneficial Ownership when the person became a Covered Person; |
b. | The name of any broker, dealer or bank maintaining an account in which any Securities that the Covered Person has any indirect or direct Beneficial Ownership are held; and |
c. | Date the report is submitted and signature. |
2. Every Covered Person is required to submit a Holdings Report:
a. | No later than 10 calendar days after the person becomes a Covered Person, an initial holdings report listing all of the information described above which must be current as of a date no more than 45 days prior to the date the person becomes a Covered Person; and |
b. | By February 14 of each year, an annual holdings report listing all of the information described above as of December 31 of the prior year. |
3. | Covered Persons are not required to report holdings in any account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account (i.e., Approved Third Party Manager Accounts). |
ii. | Quarterly Transaction Reports |
1. Within 30 calendar days after the end of each quarter, each Covered Person will provide their Designated Reporting Person (or his or her designee) with a transaction report covering, at a minimum, all transactions during the most recent quarter in which the Covered Person had any direct or indirect Beneficial Ownership (the Quarterly Transaction Report) containing the following information:
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a. | The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and the principal amount of each Reportable Security involved; |
b. | The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition such as a gift or charitable contribution); |
c. | The price at which the transaction was effected; |
d. | The name of the broker, dealer or bank with or through which the transaction was effected; |
e. | Going forward on a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. |
f. | Date the report is submitted and signature; and |
g. | If there were no personal transactions in Reportable Securities during the period, either a statement to that effect or the word None (or some similar designation). |
2. Covered Persons are not required to report:
a. | Purchases which are made through automatic investment plans; |
b. | Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and any sales of such rights so acquired; |
c. | The acquisition of Reportable Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; or |
d. | Purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account. |
iii. | New Reportable Accounts Reports |
Covered Persons will be required to disclose to their Designated Reporting Person (or his or her designee) any new broker dealer accounts established during the previous quarter in which any Securities that the Covered Person has any indirect or direct Beneficial Ownership were held during the quarter. Ideally, Covered Persons should report new brokerage accounts when they are opened. The report shall include:
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| The name of the broker, dealer or bank with whom the Covered Person established the account, |
| The date the account was established, and |
| The date the report was submitted. |
A. | Duplicate Statements and Use of Approved Broker for Reportable Accounts |
The Compliance Department may request duplicate copies of trade confirmations and periodic account statements for Reportable Accounts from brokers. However, confirmations and statements should be received via electronic data feed through Protegent PTA.
B. | Third Party Managers Account Approval |
As described above, Covered Persons are not required to provide initial or annual holdings or quarterly transaction reports on any Reportable Account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account, such as an account where the Covered Person has granted full discretionary authority to a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity. In these situations, the Covered Person must provide to its Designated Reporting Person:
| the terms of each account relationship (Agreement and any amendment to the Agreement) in writing; and |
| a certification to its Designated Reporting Person or copy of approved advisory agreement at the time such account relationship commences, that such Covered Person does not have direct or indirect influence or control over the account, other than the right to terminate the account. |
The Compliance Department reserves the right to request confirmations and statements on such Third Party Manager Account.
VII. | G IFTS AND E NTERTAINMENT P OLICY |
A. | Gifts |
No Covered Person shall accept or provide a gift worth more than $100, in aggregate within any 12-month period, from or to any outside person or entity that does business, or seeks to do business, with the BMO Entities for which the Covered Person performs duties or over which the Covered Person exercises managerial influence, without prior approval from the Designated Reporting Person. The affiliates and agents of an outside person or entity shall be considered a single person. Under no circumstances should cash or cash equivalent gifts be given to or accepted from any outside person or entity, including gift cards.
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Notwithstanding the above, the aggregate gift limit only (i.e., such gifts must be still reported as described below) does not apply to the following items:
i. | The offer or acceptance of gifts, meals, refreshments, or entertainment of reasonable value, which is generally $100 or less, that are related to commonly recognized major events related to employment, such as a promotion, new job, etc.; or |
ii. | The offer or acceptance of personal gifts such as a wedding gift or a congratulatory gift for the birth of a child, provided that these gifts are not given as a result of the business relationship 1 and the individual giving the gift bears the cost of the gift and not the employer (e.g., the gift is not paid for by the BMO Entity, or its affiliates, or any entity with which they transact business). |
Any gifts offered or received, unless exempted from the definition of gift below, must be reported by the Covered Person no less frequently than quarterly. The report must include a description of the gift given or received, the name of the person receiving or giving the gift and the estimated value of the gift. This reporting obligation can be met by submitting a gift disclosure through PTA.
Furthermore, the following items are exempted from the definition of gift under this policy:
| Salaries, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual scope of an Covered Persons employment responsibilities for the Covered Persons employer; |
| The offer or acceptance of meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions; |
| The offer or acceptance of advertising or promotional material of nominal value, which is generally $50 or less, such as pens, pencils, note pads, key chains, calendars and similar items; and |
| The offer or acceptance of awards, from an employer to an employee, for recognition of service and accomplishment. |
B. | Business Entertainment |
No Covered Person shall provide or accept any business entertainment to or from any outside person or entity unless the business entertainment is considered to be a customary business practice, is reasonable under the circumstances, and is not so excessive, frequent, lavish, or extravagant as to raise questions of propriety.
1 | For example, in situations where there is a pre-existing personal or family relationship between the person giving the gift and the recipient. |
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Moreover, any such business entertainment shall only be permitted if;
| The Covered Person shall be in attendance; |
| The business entertainment is for business purposes; and |
| The Covered Persons travel and lodging related to the business entertainment is paid for by a BMO line of Business. |
C. | Special Considerations for Certain Client Types |
Regulations related to the investment management of state or municipal pension funds and other retirement plans often severely restrict or prohibit the offer of gifts or entertainment of any value to government officials (elected officials and employees of elected officials) who have involvement or influence over the selection of an investment manager. Prior to providing any gift or entertainment, the Covered Person will generally consult with such individuals.
Keep in mind your specific department may have additional policies and procedures that you need to adhere and may restrict any gifts or entertainment to government officials or agents of retirement plans.
VIII. | S ERVICE AS B OARD D IRECTOR OR M EMBER |
All Covered Persons are prohibited from serving on the boards of directors of any Public Company, absent express prior authorization from Compliance. Authorization to serve on the board of a Public Company may be granted in instances where Compliance determines that such board service would be consistent with the interests of a Client, including shareholders of the Company. If prior approval to serve as a director of a Public Company is granted, a Covered Person has an affirmative duty to excuse himself from participating in any deliberations by the BMO Entities regarding possible investments in the securities issued by the Public Company on whose board the Covered Person sits.
IX. | C ERTIFICATION AND A CKNOWLEDGEMENT OF THE C ODE AND I TS P ROVISIONS |
The Designated Reporting Person (or his or her designee) is responsible for notifying Covered Persons of their status and obligations under this Code and for providing to each of those individuals a copy of this Code and copies of amendments from time to time.
Upon becoming a Covered Person and annually by February 14 of each year, every Covered Person will provide their Designated Reporting Person (or his or her designee) with certification that he or she has received, read, and understands the provisions of this Code, and that they recognize that they are subject to its provisions. The annual certification shall also include a statement that, during the prior year, the Covered Person has complied with the requirements of this Code and that the Covered Person has disclosed or reported all personal transactions in Reportable Securities that are required to be disclosed or reported pursuant to the requirements of this Code.
In addition, should there be any material amendments to the Code, as determined by your Designated Reporting Person, each Covered Persons will be asked to certify that he or she has received, read and understands the provisions of this Code.
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X. | D ISINTERESTED D IRECTORS OF BMO F UNDS |
A. | Prohibited Securities Transactions |
No Disinterested Director shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership or interest when the Disinterested Director knows or has reason to believe that securities of the same class are being purchased or sold or considered for purchase or sale by BMO Funds or any series thereof, until those transactions have been completed or consideration of such transactions is abandoned.
This prohibition does not apply to any transaction in an investment advisory account of any Disinterested Director (either alone or with others) if an investment adviser has discretion and the Disinterested Director does not have knowledge of the transaction until after the transaction has been executed.
B. | Exempted Transactions |
The provisions of this Code are not intended to restrict unnecessarily the personal investment activities of Disinterested Directors. Therefore, the provisions of Section X.A of this Code shall not apply to:
1. | Purchases or sales over which a Disinterested Director has no direct or indirect influence or control; |
2. | Purchases or sales of securities that are not eligible for purchase or sale by a BMO Fund; |
3. | Purchases or sales that are non-volitional on the part of either the Disinterested Director or a BMO Fund; |
4. | Purchases that are part of an automatic investment or dividend reinvestment plan; |
5. | Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and |
6. | Purchases or sales that receive the prior approval of the BMO Funds Chief Compliance Officer on the ground that they are not inconsistent with this Code or the provisions of Rule 17-j-l(a). |
C. | Reporting Securities Transactions |
1. | Duty to Report If any Disinterested Director has a Beneficial Ownership in a transaction in a Security and at the time of the transaction knew, or in the ordinary course of fulfilling his or her official duties as a director should have known, that on the day of the transaction or within 15 days before or after that day a purchase or sale of that class of Security was made or being considered for a BMO Fund, he or she shall report the transaction to the BMO Funds Chief Compliance Officer within 30 days after the end of the calendar quarter in which the transaction occurred. |
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2. | Form of Report A report pursuant to Section X.C.i may be in any form, such as that in Exhibit A, (including a copy of a confirmation or monthly brokerage statement) but must include: |
a. | The date of the transaction; |
b. | The title, interest rate and maturity date (if applicable), number of shares, and the principal amount (if applicable) of the security; |
c. | The nature of the transaction (i.e., purchase, sale, gift, or other type of acquisition or disposition); |
d. | The price at which the transaction was effected; |
e. | The name of the broker, dealer or bank with or through whom the transaction was effected; |
f. | The name of the reporting person; and |
g. | The date on which the report is submitted. |
3. | Initial and Annual Holdings Reports Disinterested Directors shall not be required to complete and submit Initial and Annual Holdings Reports. |
D. | Transactions with a BMO Fund |
No Disinterested Director will knowingly sell to or purchase from a BMO Fund any security or other property except securities issued by a BMO Fund.
XI. | W AIVERS BY THE D ESIGNATED R EPORTING P ERSON |
The Designated Reporting Person or his or her designee may, in his or her discretion, waive compliance by a Covered Person with the provisions of the Code, if he or she finds that such a waiver:
| is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
| will not be inconsistent with the purposes and objectives of the Code; |
| will not adversely affect the interests of any Client of the Advisers or the interests of the Adviser or its affiliates; and |
| will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. Any waiver shall be in writing and shall contain a statement of the basis for the waiver. |
XII. | R EVIEWING AND M ONITORING |
The Compliance Department will review all reports required under this Code, and personal trading activity and trading records to identify improper trades or patterns of trading or possible violations of the provisions or spirit of this Code. The Designated Reporting Person may designate one or more individuals to assist with the review of these items.
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The Compliance Department shall institute and periodically review procedures (a) reasonably necessary to prevent violations of this Code and (b) pursuant to which appropriate management or compliance personnel review all reports required by this Code.
XIII. | R EPORTING V IOLATIONS AND S ANCTIONS |
Covered Persons who are aware of any possible violations of this Code must promptly report them to their Designated Reporting Person. Upon discovering that a Covered Person has not complied with the requirements or with the spirit of this Code, a Designated Reporting Person shall submit the findings to the Compliance. The Designated Reporting Person and/or Compliance may impose on that Covered Person sanctions described in the COE Violation Sanction Hierarchy including, among other things, the unwinding of the transaction, and the disgorgement of profits, suspension or termination of employment, or removal from office. These sanctions may be assessed individually or in combination. Prior violations by the Covered Person and the degree of responsibility exercised by the Covered Person will be taken into consideration in the assessment of sanctions. In instances where a member of the Covered Persons household commits the violation, any sanction will be imposed on the Covered Person.
XIV. | A NNUAL R EPORT TO AND R EVIEW BY BMO F UNDS B OARD OF D IRECTORS |
No less frequently than annually, the Adviser, the sub-adviser to any Fund, the Companys distributor and the Company are each required to furnish to the Companys Board of Directors a written report that:
(a) | describes any issues arising under the Code of Ethics since the last report to the Board of Directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
(b) | certifies that the Adviser and the Company have adopted procedures reasonably necessary to prevent access persons from violating the Code. |
In addition, each Adviser to an investment company registered under the Investment Company Act will, no less frequently than annually, also furnish to the respective investment companys board of directors, the written report described above.
At least annually and, in any case, within months of adopting any material change to this Code, the each Adviser to a registered investment company under the Investment Company Act shall submit to such investment companys Board of Directors for approval any recommended or previously adopted changes to this Code.
XV. | R ECORDKEEPING |
The Compliance Department will maintain copies of the Code, records of persons subject to reporting under the Code, copies of Covered Persons written acknowledgement of receipt of the Code, records of personal securities transactions and holdings reports and the Compliance Departments review of the same, records of decisions relating to approvals of investments in limited offerings or private placements, records of violations of the Code and actions taken as a result of the violations, and records of the annual reports provided to the BMO Funds Board of Directors. These records will be maintained (generally for five full fiscal years) in accordance with applicable laws and rules there under.
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XVI. | F ORM ADV |
The Advisers will describe its Code of Ethics in Form ADV Part 2A and, upon request, furnish the clients with a copy of the Code.
XVII. | C ONFIDENTIALITY |
All reports and records monitored, prepared or maintained pursuant to this Code shall be considered confidential and proprietary to the BMO Entities and shall be maintained and protected accordingly; however, such reports and records may be made available, to the BMO Entities Board of Directors, the Board of Directors of investment companies for whom an Adviser provides services, BMO Corporate Audit, regulators, or other appropriate persons as may be reasonable and necessary to accomplish the purpose of this Code.
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EXHIBIT A
BMO F UNDS
T RANSACTION R EPORTING F ORM FOR D ISINTERESTED D IRECTORS
Background. BMO Funds, Inc. (the BMO Funds or Funds) has adopted a code of ethics (the Code of Ethics) to comply with Rule 17j-1 of the Investment Company Act. The Code of Ethics requires access persons to report their personal securities transactions. While the definition of access person includes directors of BMO Funds, a director who is not an interested person of the Funds (i.e. a Disinterested Director) and who would be required to make a report solely by reason of being a Fund director, is not required to submit initial or annual holdings reports and is only required to report transactions in Securities (as defined by the Code of Ethics) on a quarterly basis if the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the directors transaction in a Security, a Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security.
Transaction Reporting. Each Disinterested Director shall submit to the Chief Compliance Officer of BMO Funds, the Funds investment adviser, a list of any applicable transactions, as described above, within 30 days of each calendar quarter end on this Form. To the extent the Disinterested Director does not have any applicable transactions, this Form need not be submitted. The Disinterested Directors will be reminded periodically of their reporting responsibilities. The reporting of any transaction below shall not be construed as an admission of any direct or indirect beneficial ownership in the subject security.
T RANSACTION R ECORD FOR ( Print Name ) F OR THE Q UARTER E NDED
I am reporting below all transactions required to be reported for the quarter pursuant to the Code of Ethics.
Date of
|
Name of Security
|
Interest
Rate |
Maturity
Date |
Principal
Amount |
Number of
Shares or Par |
Type of
Transaction (B) (S) (Other) |
Price |
Broker/
Bank/ Other |
Name of
Account
(if other than yourself ) |
|||||||||
|
|
|||||
Disinterested Director Signature | Date |
REVIEWED: |
|
|
||||||
Date | Compliance Review Signature |
FOLLOW-UP ACTION (if any): |
Exhibit A - 1