As filed with the Securities and Exchange Commission on September 13, 2017.
Registration Nos.
2-99356
811-04367
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM
N-1A
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REGISTRATION STATEMENT
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UNDER
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THE SECURITIES ACT OF 1933
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Pre-Effective
Amendment No.
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☐
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Post-Effective Amendment No. 304
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☒
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and/or
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REGISTRATION STATEMENT
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UNDER
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THE INVESTMENT COMPANY ACT OF 1940
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☒
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Amendment No. 308
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(Check Appropriate Box or Boxes)
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COLUMBIA FUNDS SERIES TRUST I
(Exact Name of Registrant as Specified in Charter)
225 Franklin
Street, Boston, Massachusetts 02110
(Address of Principal Executive Officers) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800)
345-6611
Christopher O. Petersen, Esq.
c/o Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
It is proposed that this filing
will become effective immediately upon filing pursuant to Rule 462(d).
This Post-Effective Amendment relates to Multi-Manager Alternative Strategies
Fund.
EXPLANATORY NOTE
This Post-Effective Amendment No. 304 to the Registration Statement on Form
N-1A
(File
No. 2-99356)
is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement.
Accordingly, this Post-Effective Amendment No. 304 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form
N-1A.
This Post-Effective Amendment No. 304
does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this
Post-Effective Amendment No. 304 shall become effective upon filing with the SEC.
PART C. OTHER INFORMATION
Item 28. Exhibits
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(a)(1)
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Second Amended and Restated Agreement and Declaration of Trust, dated August 10, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement
No. 2-99356
of the Registrant on
Form N-1A
(Exhibit (a)(1)), filed on September 16, 2005.
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(a)(2)
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Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust, effective September 19, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (a)(2)), filed on September 16, 2005.
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(b)
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Amended and Restated
By-laws
of the Registrant, effective October 20, 2015, are incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (b)), filed on December 22, 2015.
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(d)(1)
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Amended and Restated Management Agreement, as of April 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, is incorporated by reference to
Post-Effective Amendment No. 257 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(1)), filed on April 27, 2016.
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(d)(1)(i)
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Schedule A and Schedule B, as of July 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 incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit
(d)(1)(i)), filed on July 28, 2017.
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(d)(2)
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Amended and Restated Management Agreement, as of October 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and 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.
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(d)(2)(i)
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Schedule A and Schedule B, as of October 25, 2016, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, as of
October 25, 2016, are incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement
No. 033-14954
of Columbia Funds Variable Insurance Trust on Form
N-1A
(Exhibit (d)(2)(i)), filed on October 31, 2016.
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(d)(3)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(3)), filed on May 30, 2014.
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(d)(3)(i)
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Addendum dated March 7, 2012 to the Subadvisory Agreement dated March 7, 2012 between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of 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.
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(d)(3)(ii)
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Amendment No. 1, dated August 18, 2016 to the Subadvisory Agreement dated March 7, 2012 between
Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Directional Alternative Strategies Fund is incorporated by reference to Post-
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Effective Amendment No. 276 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(3)(ii)), filed on September 30, 2016.
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(d)(4)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment
No. 196 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(4)), filed on May 30, 2014.
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(d)(4)(i)
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Amendment No.1, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC dated March 7, 2012, is
incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement
No. 2-99356
of the Registrant on
Form N-1A
(Exhibit (d)(6)(i)), filed on June 29, 2015.
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(d)(5)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and EAM Investors, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 99356 of the Registrant on Form
N-1A
(Exhibit (d)(5)), filed on May 30, 2014.
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(d)(6)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM, Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective
Amendment No. 259 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(6)), filed on May 16, 2016.
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(d)(7)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC dated February 6, 2013, last amended January 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.
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(d)(7)(i)
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Addendum – Authorization to Enter Into
Over-The-Counter
And/Or Exchange Traded Derivatives between Columbia Management Investment
Advisers, LLC and TCW Investment Management Company LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 2-99356
of the
Registrant on Form
N-1A
(Exhibit (d)(7)(1)), filed on May 30, 2014.
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(d)(8)
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Subadvisory Agreement among Columbia Management Investment Advisers, LLC and Threadneedle International Limited dated March 5, 2014, is incorporated by reference to Post-Effective Amendment No. 236 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)), filed on August 26, 2015.
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(d)(8)(i)
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Amendment No. 1, dated December 19, 2014, to the Subadvisory Agreement, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to
Post-Effective Amendment No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(i)), filed on August 26, 2015.
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(d)(8)(ii)
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Amendment No. 2, dated March 4, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective
Amendment No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(ii)), filed on August 26, 2015.
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(d)(8)(iii)
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Amendment No. 3, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective
Amendment No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(iii)), filed on August 26, 2015.
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(d)(8)(iv)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia
Management Investment Advisers, LLC and Threadneedle International Limited, pertaining
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to CDARF1 Offshore Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement
No. 2-99356
of the Registrant on
Form N-1A
(Exhibit (d)(10)(iv)), filed on August 26, 2015.
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(d)(8)(v)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF2 Offshore
Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(v)), filed on August 26, 2015.
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(d)(8)(vi)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF3 Offshore
Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(vi)), filed on August 26, 2015.
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(d)(8)(vii)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CAAF Offshore
Fund Ltd., a subsidiary of Columbia Alternative Beta Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(vii)), filed on August 26, 2015.
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(d)(9)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(9)), filed on May 30, 2014.
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(d)(10)
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Delegation Agreement dated March 7, 2012 between Dalton, Greiner, Hartman, Maher & Co. LLC, and Real Estate Management Services Group, LLC, is incorporated by reference to Post-Effective Amendment
No. 196 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)), filed on May 30, 2014.
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(d)(11)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC dated June 11, 2014, is incorporated by reference to Post-Effective Amendment No. 205 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(11)), filed on August 28, 2014.
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(d)(12)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P. dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 196 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(12)), filed on May 30, 2014.
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(d)(12)(i)
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Amendment No.1, dated March 9, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference
to Post-Effective Amendment No. 256 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(14)(i)), filed on
April 11, 2016.
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(d)(13)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 243 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(16)), filed on October 26, 2015.
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(d)(13)(i)
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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 incorporated by reference to
Post-Effective
Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(13)(i)), filed on April 26, 2017.
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(d)(14)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of
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.
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(d)(15)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Analytic Investors, LLC, on behalf of 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.
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(d)(16)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of 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.
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(d)(17)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Manulife Asset Management (US) LLC, on behalf of Multi-Manager Alternative Strategies Fund effective September 13, 2017, is filed
herewith as Exhibit (d)(17) to Post-Effective Amendment No. 304 to Registration Statement
No. 2-99356
of the Registrant on
Form N-1A.
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(d)(18)
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Management Agreement between Columbia Management Investment Advisers, LLC and CAAF Offshore Fund, Ltd., a subsidiary of Columbia Alternative Beta Fund, effective October 1, 2015, is incorporated by reference to
Post-Effective Amendment No. 239 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(18)), filed on September 28, 2015.
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(d)(19)
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Management Agreement between Columbia Management Investment Advisers, LLC and CDARF1 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by
reference to Post-Effective Amendment No. 239 to Registration Statement
No. 2-99356
of the Registrant on
Form N-1A
(Exhibit (d)(19)), filed on
September 28, 2015.
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(d)(20)
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Management Agreement between Columbia Management Investment Advisers, LLC and CDARF2 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by
reference to Post-Effective Amendment No. 239 to Registration Statement
No. 2-99356
of the Registrant on
Form N-1A
(Exhibit (d)(20)), filed on
September 28, 2015.
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(d)(21)
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Management Agreement between Columbia Management Investment Advisers, LLC and CDARF3 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by
reference to Post-Effective Amendment No. 239 to Registration Statement
No. 2-99356
of the Registrant on
Form N-1A
(Exhibit (d)(21)), filed on
September 28, 2015.
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(d)(22)
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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.
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(d)(23)
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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.
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(e)(1)
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Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment
Distributors, Inc., dated March 1, 2016, is incorporated by reference to Post-Effective
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Amendment No. 256 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (e)(1)),
filed on April 11, 2016.
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(e)(1)(i)
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Restated Schedule I, effective June 14, 2017 and Schedule II, to Amended and Restated Distribution Agreement by and between the Registrant and Columbia Management Investment Distributors, Inc., dated March 1,
2016, are incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement
No. 2-99356
of the Registrant on
Form N-1A
(Exhibit
(e)(1)(i)), filed on July 28, 2017.
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(e)(2)
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Form of Mutual Fund Sales Agreement is incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (e)(2)), filed on March 29, 2017.
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(f)
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Form of Deferred Compensation Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (f)), filed on May 30, 2014.
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(g)(1)
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Second Amended and Restated Master Global Custody Agreement between certain Funds and JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 124 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(2)), filed on April 29, 2011.
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(g)(2)
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Addendum to Master Global Custody Agreement (related to 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.
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(g)(3)
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Addendum to Master Global Custody Agreement (related to Columbia Alternative Beta Fund and Columbia Diversified Absolute Return Fund), dated January 15, 2015, is incorporated by reference to Post-Effective
Amendment No. 221 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(3)), filed on February 27, 2015.
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(g)(4)
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Addendum to Master Global Custody Agreement (related to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund), dated March 18, 2015, is incorporated by reference to Post-Effective Amendment
No. 223 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(4)), filed on March 24, 2015.
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(g)(5)
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Side letter (related to the China Connect Service on behalf of Columbia Emerging Markets Fund, Columbia Greater China Fund and Columbia Pacific/Asia Fund), dated December 19, 2014, to the Second Amended and
Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(4)), filed on February 27, 2015.
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(g)(6)
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Addendum to Master Global Custody Agreement (related to 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.
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(g)(7)
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Addendum, effective April 4, 2016, 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. 297 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(7)), filed on May 30, 2017.
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(h)(1)
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Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, is incorporated by reference to
Post-Effective Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(1)), filed on April 26, 2017.
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(h)(1)(i)
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Schedule A and Schedule B, effective August 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. 303 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(1)(i)), filed on August 25, 2017.
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(h)(2)
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Form of Indemnification Agreement is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(6)), filed on March 24, 2006.
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(h)(3)
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Amended and Restated Plan Administration Services Agreement, dated as of September 7, 2010, amended and restated November 1, 2012, by and among the Registrant, Columbia Funds Series Trust and Columbia
Management Investment Services Corp, is incorporated by reference to Post-Effective Amendment No. 165 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(13)), filed on November 7, 2012.
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(h)(3)(i)
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Exhibit A, Exhibit B and Exhibit C, effective July 1, 2017, 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 Registration Statement
No. 333-89661
of Columbia Funds Series Trust on Form
N-1A
(Exhibit (h)(2)(i)), filed on July 28, 2017.
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(h)(4)
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Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management
Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 264 to Registration Statement
No. 2-99356
of the
Registrant on
Form N-1A
(Exhibit (h)(4)), filed on June 29, 2016.
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(h)(4)(i)
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Restated Schedule A, effective 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 incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(4)(i)), filed on April 26, 2017.
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(h)(5)
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Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 175 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(8)), filed on May 30, 2013.
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(h)(6)
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Agreement and Plan of Reorganization, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement
No. 333-146374
of Columbia Funds Variable Series Trust II on
Form N-1A
(Exhibit (h)(9)), filed on April 29, 2011.
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(h)(7)
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Agreement and Plan of Reorganization, dated December 17, 2015, is incorporated by reference to Registration Statement
No. 333-208706
of Columbia Funds Series Trust on
Form
N-14
(Exhibit (4)), filed on December 22, 2015.
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(h)(8)
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Amended and Restated Credit Agreement, as of December 9, 2014, is incorporated by reference to Post-Effective Amendment No. 225 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(14)), filed on April 16, 2015.
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(h)(8)(i)
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Restated Credit Agreement, as of December 8, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement
No. 2-99356
of the
Registrant on Form
N-1A
(Exhibit (h)(9)(i)), filed on April 11, 2016.
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(h)(8)(ii)
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Restated Credit Agreement, as of December 6, 2016, is incorporated by reference to Post-Effective Amendment No. 297 to Registration Statement
No. 2-99356
of the
Registrant on Form
N-1A
(Exhibit (h)(8)(ii)), filed on May 30, 2017.
|
|
(h)(8)(iii)
|
Amendment to the Credit Agreement, dated April 25, 2017, is incorporated by reference to Post-Effective Amendment No. 297 to Registration Statement
No. 2-99356
of
the Registrant on Form
N-1A
(Exhibit (h)(8)(iii)), filed on May 30, 2017.
|
|
(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)
|
Consents of PricewaterhouseCoopers LLP: Not applicable.
|
|
(k)
|
Omitted Financial Statements: Not Applicable.
|
|
(l)
|
Initial Capital Agreement: Not Applicable.
|
|
(m)(1)
|
Amended and Restated Distribution Plan, as of July 18, 2017, is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (m)(1)), filed on July 28, 2017.
|
|
(m)(2)
|
Amended and Restated Shareholder Servicing Plan, as of July 18, 2017, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 299 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (m)(2)), filed on July 28, 2017.
|
|
(m)(3)
|
Amended and Restated Shareholder Services Plan, as of June 14, 2017, for Registrant’s Class V (formerly known as Class T) shares is incorporated by reference to Post-Effective Amendment No. 299
to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (m)(3)), filed on July 28, 2017.
|
|
(m)(4)
|
Shareholder Servicing Plan Implementation Agreement, amended and restated as of June 14, 2017, for Registrant’s 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. 299 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (m)(4)), filed on July 28, 2017.
|
|
(m)(4)(i)
|
Restated Schedule I, effective June 14, 2017, to Shareholder Servicing Plan Implementation Agreement for Registrant’s 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. 299 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (m)(4)(i)), filed on July 28, 2017.
|
|
(m)(5)
|
Shareholder Servicing Plan Implementation Agreement for certain Fund share classes of the Registrant between the Registrant, Columbia Funds Series Trust 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)(5)(i)
|
Restated Schedule I, dated July 18, 2017, to Shareholder Servicing Plan Implementation Agreement, between the Registrant, Columbia Funds Series Trust and Columbia Management Investment Distributors, Inc. is
incorporated by reference to Post-Effective Amendment No. 168 to Registration Statement
No. 333-89661
of Columbia Funds Series Trust on Form
N-1A
(Exhibit
(m)(4)(i)), filed on July 28, 2017.
|
|
(n)
|
Rule 18f – 3 Multi-Class Plan, amended and restated as of July 18, 2017, is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (n)), filed on July 28, 2017.
|
|
(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 incorporated by reference to Post-Effective Amendment
No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(4)), filed on April 26, 2017.
|
|
(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 incorporated by reference to Post-Effective
Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(5)), filed on April 26, 2017.
|
|
(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 incorporated by reference to Post-Effective Amendment No. 295
to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(6)), filed on April 26, 2017.
|
|
(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 incorporated by
reference to Post-Effective Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(7)), filed on April 26,
2017.
|
|
(p)(8)
|
Code of Ethics of Water Island Capital, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), dated April 2017, is incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(8)), filed on April 26, 2017.
|
|
(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 incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(9)), filed on April 26, 2017.
|
|
(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 incorporated by reference to Post-Effective Amendment No. 295 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(10)), filed on April 26, 2017.
|
|
(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 incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(11)),
filed on April 26, 2017.
|
|
(p)(12)
|
Code of Ethics of BMO Asset Management Corp. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated December 2016, is incorporated by reference to Post-Effective Amendment No. 295 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(12)), filed on April 26, 2017.
|
|
(p)(13)
|
Code of Ethics of Boston Partners Global Investors Inc. (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.
|
|
(p)(16)
|
Code of Ethics of Manulife Asset Management (US) LLC, (a subadviser of Multi-Manager Alternative Strategies Fund), effective September 1, 2015, is filed herewith as Exhibit (p)(16) to Post-Effective Amendment
No. 304 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A.
|
|
(q)(1)
|
Trustees’ Power of Attorney, dated January 26, 2016, is incorporated by reference to Post-Effective Amendment No. 251 to Registration Statement
No. 2-99356
of
the Registrant on Form
N-1A
(Exhibit (q)(1)), filed on February 12, 2016.
|
|
(q)(2)
|
Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (q)(7)), filed on February 27, 2015.
|
|
(q)(3)
|
Power of Attorney for Michael G. Clarke, dated May 23, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (q)(3)), filed on May 27, 2016.
|
|
(q)(4)
|
Power of Attorney for Amy K. Johnson, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement
No. 2-99356
of
the Registrant on Form
N-1A
(Exhibit (q)(4)), filed on May 27, 2016.
|
|
(q)(5)
|
Power of Attorney for Anthony P. Haugen, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (q)(5)), filed on May 27, 2016.
|
Item 29.
Persons Controlled by or under Common Control with the Registrant
Columbia Management Investment Advisers, LLC (the investment manager or Columbia
Management), as sponsor of the Columbia funds, may make initial capital investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia
funds-of-funds
that invest primarily in shares of affiliated funds (the underlying funds). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of
exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders
determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated
funds-of-funds
(which votes proxies for the affiliated
funds-of-funds)
vote on each proposal in the same proportion as the vote
of the direct public shareholders vote; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a
minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 30. Indemnification
Article Five of the
Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest
as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any
investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which
Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) under specified circumstances, all as more
fully set forth in the Registrant’s Bylaws, which have been filed as an exhibit to this registration statement.
Section 17(h) of the Investment
Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to
Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. In accordance with
Section 17(h) of the 1940 Act, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved
in the conduct of the Covered Person’s office.
Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to
indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrant’s Distribution Agreement, which has been filed as an exhibit to
the registration statement. The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an
errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its
non-interested
trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (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
Registrant’s investment adviser, or the subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation
or employment of a substantial nature.
|
|
(a)
|
The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory
services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrant’s
portfolios and is incorporated herein by reference. Information about the business of the Investment Manager and the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment
Manager (formerly, RiverSource Investments, LLC) with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-25943),
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|
|
which is incorporated herein by reference. In addition to their position with the Investment Manager, certain directors and officers of the Investment Manager also hold various positions with,
and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries.
|
|
|
(b)
|
Analytic Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Analytic Investors, LLC and certain of its officers is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Analytic Investors, LLC and is incorporated herein by reference. Information about the business of Analytic Investors, LLC and the directors and
principal executive officers of Analytic Investors, LLC is also included in the Form ADV filed by Analytic Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-7082),
which is incorporated herein by reference.
|
|
|
(c)
|
AQR Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of AQR Capital Management, LLC and certain of its officers is set
forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by AQR Capital Management, LLC and is incorporated herein by reference. Information about the business of AQR Capital Management, LLC
and the directors and principal executive officers of AQR Capital Management, LLC is also included in the Form ADV filed by AQR Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-55543),
which is incorporated herein by reference.
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|
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(d)
|
Boston Partners Global Investors, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Boston Partners Global Investors, Inc. and certain of
its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Boston Partners Global Investors, Inc. and is incorporated herein by reference. Information about the business
of Boston Partners Global Investors, Inc. and the directors and principal executive officers of Boston Partners Global Investors, Inc. is also included in the Form ADV filed by Boston Partners Global Investors, Inc. with the SEC pursuant to the
Investment Advisers Act of 1940 (File
No. 801-61786),
which is incorporated herein by reference.
|
|
|
(e)
|
BMO Asset Management Corp. performs investment management services for the Registrant and certain other clients. Information regarding the business of BMO Asset Management Corp. and certain of its officers is set forth
in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by BMO Asset Management Corp. and is incorporated herein by reference. Information about the business of BMO Asset Management Corp. and the
directors and principal executive officers of BMO Asset Management Corp. is also included in the Form ADV filed by BMO Asset Management Corp. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-35533),
which is incorporated herein by reference.
|
|
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(f)
|
Conestoga Capital Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Conestoga Capital Advisors, LLC and certain of its officers is
set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Conestoga Capital Advisors, LLC and is incorporated herein by reference. Information about the business of Conestoga Capital
Advisors, LLC and the directors and principal executive officers of Conestoga Capital Advisors, LLC is also included in the Form ADV filed by Conestoga Capital Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-60133),
which is incorporated herein by reference.
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|
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(g)
|
Dalton, Greiner, Hartman, Maher & Co., LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Dalton, Greiner, Hartman, Maher &
Co., LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Dalton, Greiner, Hartman, Maher & Co., LLC and is incorporated herein by
reference. Information about the business of Dalton, Greiner, Hartman, Maher & Co., LLC and the directors and principal executive officers of Dalton, Greiner, Hartman, Maher & Co., LLC is also included in the Form ADV filed by
Dalton, Greiner, Hartman, Maher & Co., LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-62895),
which is incorporated herein by reference.
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(h)
|
EAM Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of EAM Investors, LLC and certain of its officers is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by EAM Investors, LLC and is incorporated herein by reference. Information about the business of EAM Investors, LLC and the directors and principal
executive officers of EAM Investors, LLC is also included in the Form ADV filed by EAM Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-70305),
which is
incorporated herein by reference.
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(i)
|
Loomis, Sayles and Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Loomis, Sayles and Company, L.P. and certain of its officers
is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Loomis, Sayles and Company, L.P. and is incorporated herein by reference. Information about the business of Loomis, Sayles
and Company, L.P. and the directors and principal executive officers of Loomis, Sayles and Company, L.P. is also included in the Form ADV filed by Loomis, Sayles and Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-170),
which is incorporated herein by reference.
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|
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(j)
|
Los Angeles Capital Management and Equity Research, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Los Angeles Capital Management and
Equity Research, Inc. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Los Angeles Capital Management and Equity Research, Inc. and is
incorporated herein by reference. Information about the business of Los Angeles Capital Management and Equity Research, Inc. and the directors and principal executive officers of Los Angeles Capital Management and Equity Research, Inc. is also
included in the Form ADV filed by Los Angeles Capital Management and Equity Research, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-60934),
which is incorporated herein
by reference.
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(k)
|
Manulife Asset Management (US) LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Manulife Asset Management (US) LLC and certain of its
officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Manulife Asset Management (US) LLC and is incorporated herein by reference. Information about the business of
Manulife Asset Management (US) LLC and the directors and principal executive officers of Manulife Asset Management (US) LLC is also included in the Form ADV filed by Manulife Asset Management (US) LLC with the SEC pursuant to the Investment Advisers
Act of 1940 (File
No. 801-42023),
which is incorporated herein by reference.
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|
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(l)
|
PGIM, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of PGIM, Inc. and certain of its officers is set forth in the Prospectuses and
Statement of Additional Information of the Registrant’s portfolio(s) subadvised by PGIM, Inc. and is incorporated herein by reference. Information about the business of PGIM, Inc. and the directors and principal executive officers of PGIM, Inc.
is also included in the Form ADV filed by PGIM, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-22808),
which is incorporated herein by reference.
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(m)
|
TCW Investment Management Company LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company LLC and certain of its
officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by TCW Investment Management Company LLC and is incorporated herein by reference. Information about the business of
TCW Investment Management Company LLC and the directors and principal executive officers of TCW Investment Management Company LLC is also included in the Form ADV filed by TCW Investment Management Company LLC with the SEC pursuant to the Investment
Advisers Act of 1940 (File
No. 801-29075),
which is incorporated herein by reference.
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(n)
|
Threadneedle International Limited performs investment management services for the Registrant and certain other
clients. Information regarding the business of Threadneedle International Limited and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s
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|
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.
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|
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(o)
|
Water Island Capital, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Water Island Capital, LLC and certain of its officers is set forth in
the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Water Island Capital, LLC and is incorporated herein by reference. Information about the business of Water Island Capital, LLC and the
directors and principal executive officers of Water Island Capital, LLC is also included in the Form ADV filed by Water Island Capital, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-57341),
which is incorporated herein by reference.
|
Item 32. Principal Underwriter
|
|
(a)
|
Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant:
|
Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable
Series Trust II; Columbia Funds Variable Insurance Trust and Wanger Advisors Trust.
|
|
(b)
|
As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc.
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|
|
|
|
|
|
|
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
|
|
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
|
|
James
Bumpus
|
|
Vice President – National Sales Manager
|
|
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
|
|
|
|
|
|
|
|
Daniel J. Beckman
|
|
Vice President and Head of U.S. Retail Product
|
|
None
|
|
Marc
Zeitoun
|
|
Vice President, Head of Strategic Beta and Head of Private Client Accounts
|
|
None
|
|
Thomas
R. Moore
|
|
Secretary
|
|
None
|
|
Paul
B. Goucher
|
|
Vice President and Assistant Secretary
|
|
Senior Vice President and Assistant Secretary
|
|
Tara
W. Tilbury
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
Nancy
W. LeDonne
|
|
Vice President and Assistant Secretary
|
|
None
|
|
Ryan
C. Larrenaga
|
|
Vice President and Assistant Secretary
|
|
Senior Vice President,
Chief Legal Officer
and Secretary
|
|
Joseph
L. D’Alessandro
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
Christopher O. Petersen
|
|
Vice President and Assistant Secretary
|
|
President and Principal Executive Officer
|
|
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:
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●
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|
Registrant, 225 Franklin Street, Boston, MA 02110;
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|
●
|
|
Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110;
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|
●
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Registrant’s subadviser, Analytic Investors, LLC, 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013;
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|
●
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|
Registrant’s subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830;
|
|
●
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|
Registrant’s subadviser, Boston Partners Global Investors, Inc., 909 Third Avenue, New York, NY 10022;
|
|
●
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|
Registrant’s subadviser, BMO Asset Management, Corp., 115 South LaSalle Street, 11
th
Floor, Chicago, IL, 60603;
|
|
●
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|
Registrant’s subadviser, Conestoga Capital Advisors, LLC, 550 East Swedesford Road, Suite 120, Wayne, PA 19087;
|
|
●
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|
Registrant’s subadviser, Dalton, Greiner, Hartman, Maher & Co., 565 Fifth Avenue, Suite 2101, New York, NY 10017;
|
|
●
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|
Registrant’s subadviser, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240,
Cardiff-by-the-Sea,
CA 92007;
|
|
●
|
|
Registrant’s subadviser, Loomis, Sayles and Company, L.P., One Financial Center, Boston, MA 02111;
|
|
●
|
|
Registrant’s subadviser, Los Angeles Capital Management and Equity Research, Inc., 1150 Santa Monica Blvd., Suite 200, Los Angeles, CA 90025;
|
|
●
|
|
Registrant’s subadviser, PGIM, Inc./Prudential Financial, Inc., 655 Broad Street, Newark, NJ 07102;
|
|
●
|
|
Registrant’s subadviser, TCW Investment Management Company LLC, 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017;
|
|
●
|
|
Registrant’s subadviser, Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom;
|
|
●
|
|
Registrant’s subadviser, Water Island Capital, LLC, 41 Madison Avenue, 42nd floor, New York, NY 10010;
|
|
●
|
|
Registrant’s provider of advisory service as delegated by DGHM, Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, FL 34102;
|
|
●
|
|
Registrant’s former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110;
|
|
●
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|
Registrant’s former subadviser, Federated Investment Management Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779;
|
|
●
|
|
Registrant’s former subadviser, Nordea Investment Management North America, Inc., 437 Madison Avenue, New York, NY 10022;
|
|
●
|
|
Registrant’s former subadviser, RS Investment Management Co. LLC, 388 Market Street, Suite 1700, San Francisco, CA 94111;
|
|
●
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|
Registrant’s former subadviser, Wasatch Advisors Inc, 505 Wakara Way, 3
rd
Floor, Salt Lake City, UT 84108;
|
|
●
|
|
Registrant’s principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA, 02110;
|
|
●
|
|
Registrant’s transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA, 02110;
|
|
●
|
|
Registrant’s custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19
th
Floor, New York, NY 10005; and
|
|
●
|
|
Registrant’s former custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111.
|
In addition, Iron Mountain Records Management is an
off-site
storage facility housing historical records that are no
longer required to be maintained
on-site.
Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records
Management is 920 & 950 Apollo Road, Eagan, MN 55121.
Item 34. Management Services
Not Applicable.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant,
COLUMBIA FUNDS SERIES TRUST I, has duly caused this Amendment to its Registration Statement to be signed on its behalf by
the undersigned, duly authorized, in the City of Minneapolis, and The State of Minnesota on the 13th day of September, 2017.
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|
|
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 13th day of September, 2017.
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|
|
|
|
|
|
|
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Signature
|
|
Capacity
|
|
Signature
|
|
Capacity
|
|
|
|
|
|
|
/s/ Christopher O. Petersen
Christopher O. Petersen
|
|
President
(Principal Executive Officer)
|
|
/s/ Charles R. Nelson*
Charles R. Nelson
|
|
Trustee
|
|
|
|
|
|
|
/s/ Michael G. Clarke*
Michael G. Clarke
|
|
Chief Financial Officer
(Principal Financial
Officer)
Chief Accounting Officer
(Principal Accounting
Officer)
|
|
/s/ John J. Neuhauser*
John J. Neuhauser
|
|
Trustee
|
|
|
|
|
|
|
/s/ Douglas A. Hacker*
Douglas A. Hacker
|
|
Chair of the Board
|
|
/s/ Patrick J. Simpson*
Patrick J. Simpson
|
|
Trustee
|
|
|
|
|
|
|
/s/ Janet L. Carrig*
Janet L. Carrig
|
|
Trustee
|
|
/s/ William F. Truscott*
William F. Truscott
|
|
Trustee
|
|
|
|
|
|
|
/s/ Nancy T. Lukitsh*
Nancy T. Lukitsh
|
|
Trustee
|
|
/s/
Anne-Lee
Verville*
Anne-Lee
Verville
|
|
Trustee
|
|
|
|
|
|
|
/s/ David M. Moffett*
David M. Moffett
|
|
Trustee
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
By:
|
|
/s/ Joseph D’ Alessandro
|
|
|
|
Name:
|
|
Joseph D’ Alessandro**
|
|
|
|
|
|
Attorney-in-fact
|
|
**
|
Executed by Joseph D’ Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated
May 23, 2016 and incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (q)(3)), filed with the Commission on May 27, 2016, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 26, 2016, and incorporated by reference to Post-Effective Amendment No. 251 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (q)(1)), filed with the Commission on February 12, 2016.
|
Exhibit Index
|
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|
(d)(17)
|
|
Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Manulife Asset Management (US) LLC, on behalf of Multi-Manager Alternative Strategies Fund effective September 13, 2017
|
|
|
|
|
(p)(16)
|
|
Code of Ethics of Manulife Asset Management (US) LLC
|
SUBADVISORY AGREEMENT
Agreement made as of the 16
th
day of August, 2017 by and between Columbia Management
Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Manulife Asset Management (US) LLC, a Delaware LLC (“Subadviser”).
WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended
(the “1940 Act”).
WHEREAS, Investment Manager entered into a Management Agreement (the “Advisory Agreement”) with the
Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS, Investment Manager and the Fund
each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.
WHEREAS, the effective date of this Agreement is September 13, 2017.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
|
|
(a)
|
Portfolio Management
. Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of
that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in
accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:
|
|
|
(i)
|
Investment Decisions
. Subadviser shall determine from time to time what investments and securities will be
purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other
subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule
12d3-1(a)
or (b) of the 1940 Act. Subadviser will
not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible
for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by
|
1 |
Page
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Investment Manager, although Investment Manager may consult with Subadviser from time to time regarding the filing of claims in class action settlements.
|
|
|
(ii)
|
Investment Limits
. In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in
the (a) Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940
Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment
Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.
|
|
|
(iii)
|
Portfolio Transactions
.
|
|
|
(A)
|
Trading
. With respect to the securities and other investments to be purchased or sold for the Fund,
Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided,
however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other
services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in
accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a
commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is
reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts
as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no
responsibility for setting the rate charged to
|
2 |
Page
|
|
borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable.
|
|
|
(B)
|
Aggregation of Trades
. Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for
the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser
in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
|
|
|
(C)
|
Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance
with applicable law (including Rule
17a-7
of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the
purchase or sale is in the best interests of the Fund.
|
|
|
(D)
|
Derivatives Authority
. Subadviser is authorized on behalf of the Fund, consistent with the investment
discretion delegated to Subadviser herein, and is hereby appointed as the Fund’s agent and attorney in fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadviser’s
execution thereof, agreements and execute any documents on behalf of the Fund (e.g. any futures or derivatives documentation such as exchange traded and
over-the-counter
transaction documentation, as applicable) required with respect to any investments made for the Fund (such documentation includes but is not limited to any market and/or industry standard documentation and the standard representations contained
therein); (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iii) open, continue and terminate brokerage accounts and other brokerage arrangements
with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund;
(ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and
(iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the
|
3 |
Page
|
|
1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Prospectus and SAI. Subadviser
shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement.
|
|
|
(iv)
|
Records and Reports
. Subadviser (a) shall maintain such books and records for such time periods as are required of an
SEC-registered
investment adviser to an
investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any
persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.
|
|
|
(v)
|
Transaction Reports.
Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is
responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of
the Fund.
|
|
|
(b)
|
Compliance Program and Ongoing Certification(s).
As requested, Subadviser shall timely provide to
Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i)
additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form
N-CSR
and Form
N-Q,
and the Fund’s
Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule
30a-2
of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended
from time to time, (ii) a quarterly
sub-certification
with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment
Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule
206(4)-7
of the Investment Advisers Act of 1940 (the
“Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from
time to time Subadviser shall provide such certifications to assist Investment Manager
|
4 |
Page
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|
in fulfilling Investment Manager’s obligations under Rule
38a-1
of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In
addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations
under Rule
38a-1
of the 1940 Act.
|
|
|
(c)
|
Maintenance of Records
. Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which
are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the
Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.
|
|
|
(d)
|
Insurance and Code of Ethics
. Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions
insurance and (ii) an appropriate Code of Ethics and related reporting procedures.
|
|
|
(e)
|
Confidentiality
. Each of the parties hereto agrees that it shall exercise the same standard of care that
it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information,
includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser
that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager
(which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include
Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use
it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that
is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of
Subadviser’s Confidential Information, is approved in writing
|
5 |
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|
by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory
agency or law, so long as the
non-disclosing
party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt
written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a
reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with
the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients
of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be
used with third parties.
|
|
|
(f)
|
Cooperation
. As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will
cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the
Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim.
|
|
2.
|
Investment Manager’s Duties
. Investment Manager shall continue to have responsibility for all other
services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility
with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the
affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker
symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall
have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any
assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or
refund, (iv) registration of
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the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and
Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.
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3.
|
Documents Provided to Subadviser
. Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly
deliver to it all future amendments and supplements, if any.
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4.
|
Compensation of Subadviser
. For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall
be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the
parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end
of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs.
During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage
commissions, if any) for the Fund.
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5.
|
Expenses
. Subadviser shall bear all expenses incurred by it and its staff with respect to all activities
in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information
provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and
distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to
investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other
purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing
and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and
expenses based upon the number of supplements required to be printed
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and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.
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In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to
approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the
appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the
SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the
preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
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6.
|
Representations of Subadviser
. Subadviser represents and warrants as follows:
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(a)
|
Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect; (ii) is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to
the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule
206(4)-7
of the
Advisers Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and
will provide prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the
services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3)
of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (3) in the event the Securities and Exchange
Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in
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any of these actions, (4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the
Code and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any
statement relating to Subadviser contained therein that becomes untrue in any material respect.
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(b)
|
Subadviser has adopted a written code of ethics complying with the requirements of Rule
17j-1
under the 1940 Act and will provide Investment Manager with a copy of the code of
ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s
code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of
such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.
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(c)
|
Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment
Manager (at least annually). Investment Manager acknowledges that, under Rule
204-3
under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies,
Subadviser is not required to file a Form ADV, Part 2A, with the SEC.
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(d)
|
Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of
Subadviser, or if there is otherwise an actual change in control or management of Subadviser.
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7.
|
Representations of Investment Manager
. Investment Manager represents and warrants as follows:
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(a)
|
Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be
so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under
Rule
206(4)-7
of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have
occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains
in effect, any other applicable federal or state requirements, or the applicable requirements of any
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regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the
services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an
investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.
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(b)
|
Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional
materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to
the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.
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(c)
|
The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the
pledge, hypothecation, transfer, sale or public distribution of such assets.
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(d)
|
Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio
holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account
holdings information for any of the foregoing purposes.
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(e)
|
The Board has approved the appointment of Subadviser pursuant to this Agreement.
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8.
|
Liability and Indemnification
.
|
|
|
(a)
|
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its
affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment
Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the
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“1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except
that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and
all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any
other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue
statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding
Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the
Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports,
advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may
rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent
such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on
persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined
below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a
transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser
does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.
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(b)
|
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and
the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other
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expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in
Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport
to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation
(including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on
(i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and
SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any
violation of federal or state statutes or regulations by Investment Manager or the Fund.
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(c)
|
After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent
of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide
indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification
giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the
extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the
Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named
parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. The Indemnifying Party shall not be
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liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.
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9.
|
Duration and Termination
.
|
|
|
(a)
|
Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of
12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such
party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.
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(b)
|
Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by
Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager,
Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement
at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach
has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.
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(c)
|
In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to
the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement.
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10.
|
Subadviser’s Services Are Not Exclusive
. Nothing in this Agreement shall limit or restrict the right
of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or
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other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any
other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those
which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for
purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.
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11.
|
References to Subadviser
. Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in
accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for
distribution to sales personnel, shareholders of the Fund or the public, that
refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5)
business days (or such
other time as may be mutually agreed upon) after receipt thereof. Such materials
may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.
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12.
|
Notices
. Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (“Notice”) shall be in writing and shall be sufficiently given if delivered
(whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication:
|
In the case of Subadviser:
Mark Flinn
Managing Director,
Relationship Management
Manulife Asset Management (US) LLC
197 Clarendon Street
Boston,
MA 02116
Tel: (617)
375-6236
Fax: (617)
450-8168
with a copy to:
Carolyn
Flanagan
Vice President and General Counsel
Manulife Asset Management (US) LLC
197 Clarendon Street
Boston,
MA 02116
Tel: (617)
375-1547
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Fax: (617)
421-4287
In the case of Investment Manager:
Paul Mikelson
Vice President,
Subadvised Strategies
Columbia Threadneedle Investments
707 2
nd
Ave. S, Routing: H17 435
Minneapolis, MN 55402
Tel: (612)
671-4452
Fax: (612)
671-0618
with a copy to:
Christopher
O. Petersen
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
Minneapolis, MN 55474
Tel: (612)
671-4321
Fax: (612)
671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted,
provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (“Business Day”) prior to 5:00 p.m. local time in the place of delivery or
receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
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13.
|
Amendments
. This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.
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14.
|
Assignment
. No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the
Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser
except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.
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15.
|
Governing Law
. This Agreement, and, in the event of termination of the Agreement, those paragraphs that
survive such termination of the Agreement under paragraph 9(c),
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shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent
that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the jurisdiction of
a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought
exclusively in the state of federal courts of the Commonwealth of Massachusetts. The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter
have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.
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16.
|
Entire Agreement
. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.
|
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17.
|
Severability
. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of
termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
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18.
|
Interpretation
. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to
such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940
Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the
effect of such rule, regulation, or order.
|
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19.
|
Headings
. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.
|
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20.
|
Authorization
. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.
|
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21.
|
No Third-Party Beneficiaries
. The Fund is intended to be a third party beneficiary of this Agreement. For
the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect
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to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in
respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to,
(i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation
on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated
below as of the day and year first above written.
|
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Columbia Management Investment
Advisers, LLC
|
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Manulife Asset Management (US) LLC
|
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By:
|
|
/s/ David Weiss
|
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By:
|
|
/s/ Kenneth D’Amato
|
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Signature
|
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|
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Signature
|
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Name:
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David Weiss
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Name:
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Kenneth D’Amato
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Printed
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Printed
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Title:
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Assistant Secretary
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Title:
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CAO
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18 |
Page
SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED DATA]
19 |
Page
Global Code of Ethics
Every day we make individual choices which reflect on the collective reputation of the Manulife and John Hancock
brands. Our global standards for business ethics and our well-regarded reputation for integrity differentiate our brands in the marketplace and have been critical factors in our past as well as our future success. We are proud of Manulife Asset
Management’s culture of doing business the right way and we want to underscore the need to continue to conduct our business in this manner.
To
this end, Manulife Asset Management has adopted this Global Code of Ethics to promote compliance with applicable law as well as to address certain potential and actual conflicts of interests which can arise between our personal investment decisions
and the interests of our clients. This Global Code of Ethics has been designed to reflect our values as a global organization and demonstrate the importance of the trust our clients have placed in Manulife Asset Management and the duties we owe to
our clients.
Code Version: September 1, 2015
2
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PART 1:
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Purpose & Applicability
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1.1
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Purpose
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1.2
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Code Applicability—MAM Associates & Access Persons
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1.3
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Report Changes to Access Person Status
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1.4
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Code Certification
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1.5
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|
Reporting Violations of the Code as well as Manulife and MAM Policies
|
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1.6
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|
Supervisory Oversight & Personal Liability
|
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PART 2:
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|
Principles of Business Conduct
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2.1
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|
General Principles of Business Conduct
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2.2
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Personal Trading & Conflicts of Interests
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2.3
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Confidential Investment Information
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2.4
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|
False Rumors
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2.5
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Outside Business Activities
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2.6
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Other MAM & Manulife Compliance Requirements
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PART 3:
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|
Personal Investing Restrictions & Limitations
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3.1
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|
What Securities are Subject to the Code’s Personal Trading Restrictions & Requirements?
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3.2
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|
Restrictions on Securities under Active Consideration
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3.3
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Restrictions on Manulife Securities
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3.4
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|
Preclearance Approval Requirement
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3.5
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|
Special
Pre-Clearance
Approval Requirement for Level 3 Access Persons Only
|
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3.6
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|
15 Day Blackout Period Rule
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3.7
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|
Affiliated Mutual Fund Profit Ban—30 Day Rule
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3.8
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|
Short-Term Profit Ban—60 Day Rule
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3.9
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Limit Orders and Special Orders
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3.10
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Investment Clubs
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3.11
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Discouraging Excessive Trading
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3.12
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Additional Restrictions—Hong Kong-Based Access Persons Only
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PART 4:
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Level 1 Access Persons Additional Personal Investing Restrictions
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4.1
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Initial Public Offering Ban
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4.2
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Investment Team Hold Until Sold Rule
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4.3
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|
Investment Team Enhanced Trade Blackout Rule for Certain Level 1 Access Persons
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4.4
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|
Preclearance of Significant Personal Securities Positions
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4.5
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|
Disclosure of Personal Investment Conflicts & Limited Offering Independent Review
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4.6
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|
1% & 5% Security Ownership Disclosure & Prohibitions
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PART 5:
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|
Initial & Periodic Reporting
|
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5.1
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|
Requirement to Report All Securities Accounts
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5.2
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|
Duplicate Transaction Confirmations & Statements
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5.3
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|
USA-Based
Access Person Preferred Brokerage Account Requirement
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5.4
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|
Initial Holdings Report & Certification
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5.5
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Quarterly Transaction Report & Certification
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5.6
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Reporting of Gifts, Donations & Inheritances
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5.7
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Annual Holdings Report & Certification
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5.8
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|
Method of Reporting & Certifications
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PART 6:
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Code Administration
|
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6.1
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|
No Liability for Loses
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6.2
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Penalties for Code Violations
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6.3
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Exemptions & Appeals
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6.4
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Code Amendments
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6.5
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Code Interpretation & Administration
|
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6.6
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|
Recordkeeping
|
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Appendix A:
|
|
Code Definitions
|
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Appendix B:
|
|
Code Adoption Dates
|
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|
Appendix C:
|
|
Chart: Reportable Securities &
Pre-Clearable
Securities
|
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|
PART 1
|
|
PURPOSE & APPLICABILITY
|
Manulife Asset Management
1
(
MAM)
has adopted this Code of Ethics (
Code
) to promote
compliance with applicable law by
MAM
and
MAM Associates
and to prevent those abuses in the investment management business that can arise when certain conflicts of interest exist between personnel of an investment advisor and its
clients. By adopting and enforcing this
Code
, we strengthen the trust and confidence entrusted in us by demonstrating that at
MAM
, client interests come first.
|
1.2
|
Code
Applicability—MAM Associates & Access Persons
|
This
Code
applies to
MAM Associates
.
MAM Associates
are: (i) any partner, officer, director (or other person occupying a
similar status or performing similar functions) of
MAM
; (ii) an employee of
MAM
; (iii) any person who provides investment advice on behalf of
MAM
and is subject to the supervision and control of
MAM
;
(iv) any person meeting the definition of
Access Person
; and (v) any other person who the
Code Administrator
deems a
MAM Associate
.
2
Additionally,
MAM Associates
who have access to certain investment information and the investment decision-making process are further classified
by the
Code Administrator
into one of following three
Access Person
levels and as a result are responsible for complying with the personal trading restrictions and obligations of their access designation level
.
1
Refer to APPENDIX B for a list of
MAM
entities who have adopted this Code of Ethics.
2
The
Code Administrator
or
Chief Compliance Officer
may modify the requirements of
this
Code
for those
MAM Associates
whose tenure at
MAM
is expected not to exceed 90 days (for instance contractors,
co-ops
and interns) or in instances where a person is subject to another
code of ethics or fiduciary duty and where the modification is not otherwise specifically prohibited by law.
|
|
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|
Access
Person Level 1
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|
Any
MAM Associate
who, in connection with his/her regular functions or
duties, makes or participates in making recommendations regarding the purchase or sale of securities for
MAM
-advised
Client
accounts or provide direct administrative support to a
MAM Associate
who makes or participates in the
recommendations.
Examples: Portfolio Managers, Analysts,
Traders and Certain Administrative Staff
|
|
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|
Access
Person Level 2
|
|
|
|
|
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|
Any
MAM Associate
who, in connection with his/her regular functions or
duties: (i) has
regular access
to nonpublic information regarding any
Clients’
purchase or sale of securities or
non-public
information regarding the portfolio holdings of any
MAM
-advised
Client
account (ii) is involved in making client securities recommendations, or (iii) has regular access to such recommendations that are nonpublic.
Examples: Certain Compliance, Legal, Investment Operations,
Administration, Client Services & Products, Private Client Group, Sales/Marketing, Technology Resources, and MMF Personnel as well as Administrative Staff Supporting Level 2 Access Persons
|
|
|
|
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|
|
Access
Person Level 3
|
|
|
|
|
|
|
A
MAM Associate
who, in connection with
his/her regular functions or duties, has
periodic access
to
non-public
information regarding any clients’ purchase or sale of securities, or
non-public
information regarding the portfolio holdings of any account advised by
MAM
Examples: Certain Business Financial Analysts, Technical Associates, Technical Resource Associates, Legal Staff, Client Services and Products Staff as
well as Administrative Staff Supporting Level 3 Access Persons
|
|
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
4
|
|
|
1.3
|
Report Changes to Access Person Status
|
The
Code Administrator
is responsible for classifying
MAM Associates
as
Access Persons
based on the
Code
Administrator’s
understanding of the
MAM Associates
current role. If a
MAM Associate
has a level of investment access different than their assigned category, or the
MAM Associate
is promoted or changes duties and as a
result should more appropriately be included in a different category, it is the
MAM Associates
responsibility to immediately notify the
Code Administrator
.
Each
MAM Associate
must provide a written (or electronic) acknowledgement of their initial receipt of the
Code
and any amendments to the
Code
, copies of which are to be provided by the
Code Administrator
, and a certification that they have read and understood the
Code
and will comply with the applicable provisions of the
Code
(including any amendments to
the
Code
).
Additionally, annually each
MAM Associate
is required to certify that he or she has read and understands the
Code
,
acknowledges the applicable
Code
provisions, and represents that he or she has complied with (or has disclosed any failure to comply with) the applicable
Code
requirements during the past year.
|
1.5
|
Reporting Violations of the Code as well as Manulife & MAM Policies
|
Any
MAM Associate
who knows or has reason to believe that the
Code
or a
Manulife
or
MAM
policy
has been or may be
violated must bring such actual or potential violation to the immediate attention of the
Chief Compliance Officer.
A
MAM Associate
must speak with their manager, a member of the Human Resources Department, Law Department or the
Chief Compliance Officer
if he or she has:
|
|
●
|
|
a doubt about a particular compliance situation;
|
|
|
●
|
|
a question or concern about a business practice; or
|
|
|
●
|
|
a question about potential conflicts of interest.
|
It is a violation of the
Code
for a
MAM
Associate
to deliberately fail to report a violation or deliberately withhold relevant or material information concerning a violation of the
Code
or a
Manulife
or
MAM
policy.
No person will be subject to penalty or reprisal for reporting in good faith suspected violations of the
Code
or a
Manulife
or
MAM
policy
by others.
Additionally, unethical, unprofessional, illegal, fraudulent or other questionable behavior may also be anonymously
reported by calling the confidential toll free
Manulife
Ethics Hotline at
1-866-294-9534
or by visiting the website:
www.ManulifeEthics.com.
|
1.6
|
Supervisory Oversight & Personal Liability
|
All
MAM Associates
with managerial responsibility are responsible for the reasonable supervision of their staff to prevent and detect violations
of the
Code
and applicable rules and regulations. Failure to perform adequate oversight can result in the manager being held personally liable by regulators for violations of the
Securities Laws
and the
Code
.
***
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
5
|
|
|
|
|
|
|
|
|
|
PART 2
|
|
PRINCIPLES OF BUSINESS CONDUCT
|
|
2.1
|
General Principles of Business Conduct
|
Each
MAM Associate
is expected to adhere to a high standard of professional and ethical conduct and should be sensitive to situations that may
give rise to an actual conflict or the appearance of a conflict with our
Clients’
interests, or have the potential to cause damage to
MAM
or a
MAM Affiliates’
reputation. To this end, each
MAM Associate
must act
with integrity, honesty and in an ethical manner. The following General Principles of Business Conduct govern the activities of
MAM
and every
MAM Associate
as well as the interpretation and administration of this
Code
:
|
|
●
|
|
We have a fiduciary duty at all times to place the interests of our
Clients
first.
|
|
|
●
|
|
All personal securities transactions must be conducted consistent with the provisions of the
Code
that apply and
in such a manner as to avoid any actual or potential conflict of interest and any other abuse of trust or responsibility.
|
|
|
●
|
|
We should not take inappropriate advantage of our position or engage in any fraudulent or manipulative practice (such as
front-running or manipulative market timing) with respect to
Client
accounts.
|
|
|
●
|
|
We must treat as confidential any
non-public
or confidential information
concerning the identity of security holdings and financial circumstances of
Clients
.
|
|
|
●
|
|
We must comply with all applicable laws including applicable domestic and foreign
Securities Laws
.
|
Adherence to the General Principles of Business Conduct and other provisions of this
Code
is a condition of employment at
MAM
. Additionally, while the
Code
contains specific restrictions and limitations designed to prevent certain defined types of conflicts,
MAM
recognizes that not every potential conflict of interest can be anticipated by the
Code
. Therefore, it is critical that the
Code’s
General Principles of Business Conduct be followed in the absence of a specific
Code
requirement or limitation.
Additionally as described in Section 6.2 “Penalties for Code Violations”, failure to
comply with the General Principles of Business Conduct (above) or any provision of the
Code
may result in disciplinary action, including termination of employment.
|
|
|
|
|
|
|
|
Compliance
Tip - Ask First, Act Second
|
|
|
|
|
|
|
It is critical that any
MAM Associate
who is in doubt about the applicability of the
Code
in a given situation seek a determination from
the
Code Administrator
or the
Chief Compliance Officer
about the propriety of the conduct in
advance.
|
|
|
|
2.2
|
Personal Trading & Conflicts of Interests
|
The
Code
represents a balancing of important interests. On the one hand, as an investment adviser,
MAM
owes a duty of undivided loyalty to
its
Clients
, and must avoid even the appearance of a conflict that might be perceived as abusing the trust
Clients
have placed in
MAM
. On the other hand,
MAM
does not want to prevent conscientious professionals from
investing for their own accounts where conflicts do not exist or are immaterial to investment decisions affecting the
Clients.
When
conflicting interests cannot be reconciled, the
Code
makes clear that, first and foremost,
MAM
Associates
owe a fiduciary duty to
MAM’s
Clients
. In most cases, this means that the affected
MAM
Associates
will be required to forego conflicting securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived
as adversely affecting
Client
portfolios or taking unfair advantage of the client relationship.
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
6
|
|
|
2.3
|
Confidential Investment Information
|
Information acquired by a
MAM Associate
in connection with their duties for
MAM
, including information regarding actual or contemplated
investment decisions,
non-public
portfolio composition, research, research recommendations, firm activities, or
Client
interests, is confidential and may not be used in any way that might be contrary
to, or in conflict with the interests of
Clients
or
MAM
. Additionally,
MAM Associates
are reminded that certain
Clients
have specifically required their relationship with
MAM
to be treated confidentially.
The
Securities Laws
prohibit the deliberate or reckless use of manipulative devices or activities with an intention to affect the securities
markets, including the intentional creation or spreading of false or unfounded rumors or other information. Accordingly, a
MAM Associate
may not communicate information regarding companies,
Securities,
or markets that he or she knows
to be false.
|
2.5
|
Outside Business Activities
|
In addition to other Manulife policies with respect to outside business activities,
MAM Associates
may only serve on outside investment
committees or be
employed by, serve as an officer of, or serve
on boards of trustees and directors of business and
non-business
entities (including charitable boards) with the approval of the
MAM Associate’s
manager and the
Chief Compliance Officer
or
MAM
General Counsel.
3
|
2.6
|
Other MAM & Manulife Compliance Requirements
|
In addition to the
Code
,
MAM
Associates
must comply with all compliance-oriented requirements applicable to them, including business unit policies as well as the
MAM
and
Manulife
policies listed in the column to the right.
3
Unless serving at the direction of
MAM
,
MAM Associates
who engage in outside business
and charitable activities are not acting in their capacity as a
MAM Associate
and may not use
MAM’s
name in connection with those activities.
|
|
|
|
|
|
|
|
Manulife
Code of Business Conduct & Ethics
|
|
|
|
|
|
|
The Code of Business Conduct and Ethics provides standards for ethical behavior
when representing
Manulife
and conducting
Manulife’s
business.
|
|
|
|
|
|
|
Insider
Trading & Market Abuse Policies
|
|
|
|
|
|
|
The
MAM
and
Manulife
insider trading and market abuse policies
address important topics, such as: the identification and reporting of material
non-public
information, the Investment Division’s information barrier,
MAM’s
“restricted list”, and
the various prohibitions on sharing and misusing
material-non-public
information.
The policies specifically prohibit the unlawful use and sharing of material
non-public
information.
|
|
|
|
|
|
|
Portfolio
Holdings Disclosure & Confidentiality Policies
|
|
|
|
|
|
|
Non-public
information about
MAM
client portfolio holdings as well as other client information cannot be shared or disclosed except in accordance with these policies.
|
|
|
|
|
|
|
Manulife
Anti-Fraud
Policy
|
|
|
|
|
|
|
This policy requires the prompt reporting of any suspicion or allegation of
fraud, fraudulent activity, or dishonest activity in relation to
Manulife
.
|
|
|
|
|
|
|
Manulife
Electronic Communications
Guidelines
|
|
|
|
|
|
|
This policy contains various limitations and restrictions on the use of email,
and other forms of electronic communications.
|
|
|
|
|
|
|
Manulife
Conflict of
Interest & MAM Gift Policies
|
|
|
|
|
|
|
These policies address standards and disclosure requirements related to the
giving and receiving of gifts and entertainment.
For the protection of the
MAM Associate
and
MAM
, the appearance of a possible conflict of interest must be avoided.
|
|
|
|
|
|
|
MAM
Anti-Bribery and Pay–to–Play Policies
|
|
|
|
|
|
|
These policies are designed to prevent
bribery, kickbacks and similar unlawful schemes. Specifically, these policies limit or prohibit certain types of gift, entertainment and political donation practices in order for
MAM
to comply with certain government regulations. For
instance, the
Pay-to
Play Policy restricts certain types of personal political donations in the U.S. A. and also requires the reporting of certain U.S.A. donations by certain
MAM Associates
.
|
|
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
7
|
|
|
|
|
|
|
|
|
|
PART 3
|
|
PERSONAL INVESTING RESTRICTIONS & LIMITATIONS
|
The following personal investing restrictions and limitations are designed to prevent certain defined types of conflict
of interests.
MAM
recognizes that not every potential conflict of interest can be anticipated by the
Code.
Therefore, it is critical that the
Code’s
General Principles of Business Conduct be followed in the absence of a
specific requirement or limitation. It is critical that any
MAM Associate
who is in doubt about the applicability of the
Code
in a given situation seek a determination from the
Code Administrator
or the
Chief Compliance
Officer
about the propriety of the conduct in advance.
|
3.1
|
What Securities
are Subject to the Code’s Personal Trading Restrictions & Requirements?
|
Securities
in which the
Access Person
has a
Beneficial Interest
are subject to the
Code’s
personal trading restrictions
and requirements. An
Access Person
is deemed to have a
Beneficial Interest
in any
Security
where the
Access Person
controls or has the opportunity to directly or indirectly profit or share in the profit derived from a
transaction in the
Securit
y.
An
Access Person
is presumed to have a
Beneficial Interest
in
the following
Securities
:
|
|
●
|
|
Securities
owned by an
Access Person
in his or her name.
|
|
|
●
|
|
Securities
owned by
Household Family Members.
|
|
|
●
|
|
Securities
owned by an
Access Person
indirectly through an account or investment vehicle for his or her
benefit, such as an IRA/RRSP/RESP/ ISA/SIPP, family trust or family partnership.
|
|
|
●
|
|
Securities
in which the
Access Person
has a joint ownership interest, such as
Securities
owned in a
joint brokerage account.
|
|
|
●
|
|
Securities
over which the
Access Person
has discretion or gives advice (other than
MAM Client
accounts). This includes
Securities
owned by trusts, private foundations or other charitable accounts for which the
Access Person
has investment discretion.
|
|
3.2
|
Restriction on Securities under Active Consideration
|
All
MAM Associates
(including all
Access Persons
) may not purchase, sell, or otherwise dispose of any
Security
in which the
MAM Associate
has (or as a result of such transaction will establish)
Beneficial Interest
if the
MAM Associate
at the time
of the transaction has actual knowledge that (i) the
Security
(if it is a
Pre-Clearable
Security
)
is under
Active Consideration for Purchase or Sale
by or on behalf of
MAM
or any
Client
or (ii) the
Security
is on the
MAM
Restricted Trading List.
|
|
|
|
|
|
|
|
Beneficial
Interest & Household Family Member Reminder
|
|
|
|
|
|
|
Please note that if a specific
Code
provision (including a personal investing restriction or limitation,
pre-clearance
obligation or reporting obligation) applies to the
Access Person
, it also applies to all
Securities
and
Securities
accounts over which the
Access Person
has a
Beneficial Interest
.
Access Persons
are presumed to have a
Beneficial Interest
in the personal
Securities
holdings and
accounts of
Household
Family Members.
The definition of
Household Family Member
includes an
Access Person’s
spouse, significant other, minor children or other family members who also share the same household with the
Access Person
.
|
|
|
|
3.3
|
Restrictions on Manulife Securities
|
Manulife’s Insider Trading & Reporting Policy prohibits
Manulife
employees from speculating in
MFC Securities
. Speculation
includes the purchase or sale of
Manulife Securities
with the intention of reselling or buying back in a relatively short period of time in the expectation of a rise or fall in the market price of such securities, buying or selling options,
or short selling. Please refer to the Manulife Insider Trading and Reporting Policy for additional restrictions and requirements on
Manulife Securities
transactions.
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
8
|
|
|
3.4
|
Pre-Clearance
Approval Requirement
|
Level 1 and Level 2
Access Persons
may not purchase, sell or otherwise acquire or dispose of any
Security
in which he or she has
(or as a result of such transaction will establish) a
Beneficial Interest
without obtaining advance written (or electronic)
pre-clearance
approval for such transaction from the
Code Administrator,
Chief Compliance Officer,
or the
Personal Trading
& Reporting System
unless
the
Security
transaction is exempt from this
Code’s
pre-clearance
requirement.
Refer to
APPENDIX C of the
Code
for a list of
Securities
and
Securities
transactions
exempt from the
pre-clearance
requirement.
A preclearance approval is valid only for the day it is granted unless an exception is granted by the
Chief Compliance Officer
or
Code
Administrator
.
Additionally, successfully obtaining
pre-clearance
approval for a transaction does not
mean an
Access Person
cannot be found to be in violation of a specific applicable personal investing restriction or limitation of the
Code
or the
Code’s
General Principles of Business Conduct.
|
3.5
|
Special
Pre-Clearance
Approval Requirement for Level 3 Access Persons
|
Level 3
Access Persons
are exempt from the
pre-clearance
requirements of Section 3.4. However,
Level 3
Access Person’s
may not acquire a
Beneficial Ownership
in any
Security
in an
Initial Public Offering
or a
Limited Offering
or acquire or dispose of a
Beneficial Interest
in a
Closed-End
Investment Company
advised by a
Manulife Affiliate
without obtaining advance written (or electronic) approval from the
Chief Compliance Officer.
|
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|
Pre-Clearance
Reminder:
Household Family Members
|
|
|
|
|
|
|
Access Persons
(Level 1 and 2) are
required to obtain
pre-clearance
approval for all
Securities
transaction of persons who qualify as a
Household Family Member
of the
Access Person
(unless the transaction is exempt from the
pre-clearance
requirement. Refer to
Code
APPENDIX C for
pre-clearance
exemptions).
|
|
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|
3.6
|
15 Day Blackout Period Rule
|
Level 1 and Level 2
Access Persons
may not purchase, sell or otherwise acquire or dispose of any
Pre-Clearable
Security
in which he or she has (or as a result of such transaction will establish) a
Beneficial Interest
if that
Same
Pre-Clearable
Security
traded in a
Client
account 15 calendar days before such transaction (or will trade in a
Client
account 15 days following such transaction)
unless
(1) the
Access Person
has no actual knowledge that the
Same
Pre-Clearable
Security
is under
Active Consideration for Purchase or Sale
by a
Client
and (2) the transaction can satisfy
one of the following exceptions:
|
|
●
|
|
De Minimis Trading Exception:
MAM
may permit the transaction if all of the
Access Person’s
aggregate total
same-day
pre-clearance
requests for the
Same
Pre-Clearable
Security
have a transaction market value
of less than $25,000 USD
and
(in the case of equities) the same day transactions in the
Pre-Clearable
Security
total no more than 500 equity shares.
|
|
|
●
|
|
Market Cap Securities Exception:
MAM
may permit the transaction if the individual preclearance request is
in the
Securities
of an issuer whose market capitalization is at least $5 billion USD or more.
|
Level 1
Access
Persons
should refer to Part 4 of the
Code
(Level 1
Access Persons Additional Restrictions
) to determine if a Level 1
Access Person
may rely on the exceptions (above) to the 15 Day Blackout Period Rule.
If a
MAM Client
account trades in a
Pre-Clearable
Security
within 15 calendar days before or after
an
Access Person
obtains
pre-clearance
approval of a trade, the
Access Person
may be required to demonstrate that he or she did not know that the same
Security
was under
Active
Consideration for Purchase or Sale
for a
Client
account.
The
Chief Compliance Officer,
in his or her sole discretion, may exempt
or exclude an individual or class of
Access Person
transactions and/or
Client
accounts from the 15 Day Blackout Period Rule so long as the
Chief Compliance Officer
documents the rationale for granting the exemption or exclusion.
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|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
9
|
|
|
3.7
|
Affiliated Mutual Fund Profit Ban—30 Day Rule
|
All
Access Persons
(including
Household Family Members)
are prohibited from directly or indirectly profiting from a discretionary purchase
and sale of an
Affiliated Mutual Fund
actively managed by the
Access Person’s MAM
entity within 30 calendar days.
|
3.8
|
Short-Term Profit Ban—60 Day Rule
|
Level 1 and 2 Access Persons (including
Household Family Members)
, cannot directly or indirectly profit from a discretionary purchase and
sale of the same
Pre-Clearable
Security
within 60 calendar days. However,
Pre-Clearable
Securities
whose issuer’s market capitalization is $5
Billion USD or more at the time of the transaction are exempt from this 60 Day Rule. Note: a voluntary transaction related to a derivative
Security
(including options) which results in a profit is permitted so long as the voluntary
transaction occurs more than 60 calendar days after the initial related transaction event.
|
3.9
|
Limit Orders and Special Orders
|
Due to the
1-day
pre-clearance
trade window outlined in
Section 3.4,
multi-day
special orders, such as “good until canceled orders” or “limit orders,” are prohibited for Level 1 and 2
Access Persons
.
4
However,
Access Persons
(and
Household Family Members
) may place day orders, (
i.e
., orders that automatically expire at the end of the trading day session). Be sure to check the
status of all orders at the end of the trading day and cancel any orders that have not been executed. Please note that if a trade order is left open beyond the
pre-clearance
window and it is executed outside
of the window, the transaction will constitute a
Code
violation.
Access Persons
(including
Household Family Members
)
are prohibited from participating or holding an interest in any
Investment
Club.
4
The
Code Administrator
or
Chief Compliance Officer
may provide an
Access
Person
with a transaction-specific exemption in special limited circumstances (
e.g.,
subscription offerings with an uncertain trade execution date, special employment transaction with limited exercise trade windows).
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|
|
Securities Transactions Exempted from the
Affiliated Mutual Fund
30-Day
Profit Ban and
60-Day
Short Term Profit Ban
|
|
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|
|
|
|
The following
Securities
activities are
exempted from both the
60-Day
Short Term Profit &
Affiliated Mutual Fund
30-Day
Profit Ban:
●
All money market fund transactions
●
Automatic
Investment Plan
transactions (including payroll deduction purchases)
●
Dividend reinvestment
purchase transactions
●
Issuer
Pro Rata Discretionary Transactions
●
Involuntary issuer
transactions (
e.g
., stock dividends, stock splits/ reverse splits or other similar reorganizations or distributions, call of a debt security, and spin-offs of shares to existing holders)
●
Automatic purchases into a default investment option by a retirement plan
●
Other involuntary purchase
or sales activity not at the direction of the
Access Person
or the
Access Person’s Household Family Member
Gifts and Donations
Please note that giving gifts and
donations of
Securities
are considered “sales” and are not exempt from 30/60 day profit bans.
Exemptions
The
Chief Compliance Officer
, in his or her
sole discretion, may grant a hardship exemption from 30/60 day profit ban (such as profitable sales motivated by the need to pay for unexpected medical expenses).
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|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
10
|
|
|
3.11
|
Discouraging Excessive Trading
|
While active personal trading may not in and of itself raise issues under the
Securities
Laws
,
MAM
believes that a very high volume
of personal trading by an
Access Person
can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. Accordingly, an unusually high level of discretionary personal trading activity by an
Access Person
is strongly discouraged and may be subjected to enhanced scrutiny by
MAM.
The
Chief Compliance Officer
may impose limitations
on the number of
Pre-Clearable
Securities
trades permitted during a given period for certain
Access Persons
.
|
3.12
|
Additional Restrictions—Hong Kong-Based Access Persons Only
|
Hong Kong-based
Access
Persons
(and
Household Family Members
) are prohibited from the following additional activities: (i) short selling any
Security
, (ii) delay of personal transaction settlement beyond the normal settlement time for the
relevant market and (iii) cross trades between
Access Persons
and
Client
accounts.
***
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|
PART 4
|
|
LEVEL 1 ACCESS PERSONS ADDITIONAL PERSONAL INVESTING RESTRICTIONS
|
In addition to the personal investing restrictions and requirements for
Access Persons
in Part 3 of this
Code
, Level 1
Access Persons
(including their
Household Family Members
) are subject to the following additional restrictions and requirements.
5
|
4.1
|
Initial Public Offering Ban
|
Level 1
Access Persons
may not directly or indirectly acquire a
Beneficial Interest
in a
Security
through an
Initial Public
Offering
(IPO). Consequently, Level 1
Access Persons
(including
Household Family Members
) must wait to purchase newly-issued IPO
Securities
until the next business (trading) day following the offering date of the IPO.
|
4.2
|
Investment Team Hold Until Sold Rule
|
A Level 1
Access Person
associated with an
Investment Team
(including
Household Family Members)
is not permitted to sell a
Pre-Clearable
Security
holding in which they have a
Beneficial Interest
if (i) the
Same
Pre-Clearable
Security
is held in a
Client
account
managed by the
Access Person’s Investment Team
and
(ii) the Access Person (or
Household Family Member
) purchased the
Pre-Clearable
Security
after the date of the
Code’s initial adoption (Refer to APPENDIX B for initial adoption dates)
or
the date the person was named to the relevant
Investment Team
(which ever date is later).
5
The
Chief Compliance Officer
may grant individual exceptions to Sections 4.1, 4.2, and/or
4.3 under limited hardship circumstances where the
Chief Compliance Officer
concludes that no material conflict of interest is present. For instance in the case of an
IPO
, a Level 1
Access Person
may request and exemption
from the
IPO
prohibition for certain investments that do not create a potential conflict of interest, such as: (1)
Securities
of a mutual bank or mutual insurance company received as compensation in a demutualization and other
similar
non-voluntary
stock acquisitions; (2) fixed rights offerings; or (3) a family member’s participation as a form of employment compensation in their employer’s
IPO
. The
Chief Compliance Officer
may also exclude an individual or class of
Client
accounts from the application of Sections 4.2 and 4.3 so long as the
Chief Compliance Officer
documents the rationale for the exemption or exclusion.
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
11
|
|
|
4.3
|
Investment Team Enhanced Trade Blackout Rule for Certain Level 1 Access Persons
|
Level 1
Access Persons
who are members of an
Investment Team
(including
Household Family Members
) may not purchase, sell or
otherwise acquire or dispose of any
Pre-Clearable
Security
in which he or she has (or as a result of such transaction will establish) a
Beneficial Interest
if that
Same
Pre-Clearable
Security
traded 15 calendar days before such transaction or will trade 15 days following such transaction in a
Client
account managed by the Level 1
Access Person’s Investment
Team. Note:
the De Minimis and Market Cap exceptions outlined in Section 3.6 are not available for the types of transactions described above in this Section 4.3.
All Level 1
Access Persons
who are members of an
Investment Team
must affirmatively assert as part of the
pre-clearance
trade approval process, that
the
Same
Pre-Clearable
Security
is not under
Active Consideration
for Purchase or Sale for a
Client
account managed by the Level 1
Access Person’s Investment Team.
|
4.4
|
Pre-Clearance
of a Significant Personal Securities Position
|
In addition to the
pre-clearance
requirements of Section 3.4, a Level 1
Access Person (including
Household Family Members)
must obtain advance written trade approval from the
MAM
Chief Investment Officer—Fixed Income or the Chief Investment Officer—Equity (or their designee) for any discretionary transaction (or series of
transactions) which establishes a Beneficial Interest in
a
Pre-Clearable
Security
valued at $100,000 USD or more (“Significant Positions”). Additionally, any discretionary transaction which
increases or decreases an established Significant Position must be approved in the same manner.
|
4.5
|
Disclosure of Personal Investment Conflicts & Limited Offering Independent Review
|
A
Level 1
Access Person
cannot recommend or participate in the investment decision-making process involving a particular
Security
for a
Client
account if the
Access Person
also maintains a
Beneficial Interest
in
the same issuer’s
Securities
unless
the
Access Person
has disclosed the
Beneficial Interest
to the
primary portfolio manager for the relevant
Client
account or relevant
MAM
Chief Investment
Officer. Following any initial oral disclosure, the
Access Person
is required to make the same disclosure in writing to the primary portfolio manager and either (i) the
Chief Compliance Officer
or (ii) the relevant
MAM
Chief Investment Officer.
In addition to the disclosure requirements (above)
,
an
Access Person
with a
Beneficial Interest
in a
Limited Offering
(
a.k.a.,
a private placement) is required to ensure that any final investment decision (for a
Client
account) involving the same issuer as the
Limited Offering
is subjected to an independent review by
other
MAM
investment personnel that do not hold a
Beneficial Interest
in
the
same issuer’s
Securities.
|
4.6
|
1% and 5% Security Ownership Disclosure & Prohibitions
|
Any Level 1
Access
Person
with a
Beneficial Interest
of 1% of more of an issuer or a class or series of an issuer’s
Securities
must disclose such a fact in writing to the
Chief Compliance Officer
.
If a Level 1
Access Person
holds a
Beneficial Interest
of 1% or more of an issuer or a class or series of an issuer’s
Securities
then the same
Access Person
is prohibited from recommending or participating in the investment decision to purchase or sell the same issuer’s securities for a
Client
account.
If a Level 1
Access Person
serving as a portfolio manager or analyst holds a
Beneficial Interest
of 5% or more of an issuer or a
class or series of the issuer’s
Securities
then the
MAM
entity the
Access Person
is associated with is prohibited from purchasing the same issuer’s
Securities
for a
Client
account.
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|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
12
|
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|
|
PART 5
|
|
INITIAL AND PERIODIC REPORTING
|
The following requirements allow
MAM
to monitor and verify
Access Person
compliance with requirements the
Code.
All
Access Persons
must initially and periodically thereafter make disclosures and compliance certifications regarding
Securities
holdings,
Securities
accounts and
Securities
transactions in which the
Access Person
has a
Beneficial Interest
in
(this includes disclosures, holdings and transaction information for
Household Family Members
).
|
5.1
|
Requirement to Report Securities
Accounts
|
All
Access Persons
are required to report the name of broker, dealer, bank, or other entity with which the
Access Person
maintains an
account in which any
Securities
are or can be held for the
Access Person’s Beneficial Interest
(including accounts of
Household Family Members
).
Access Persons
are required to report all
Securities
accounts within 10 days of initially being designated an
Access Person
. After
this initial report of
Securities
accounts, any
Securities
accounts opened in the future time must be reported no later than 10 calendar days following the opening of the account or prior to the first discretionary transaction in the
account.
To comply with the
MAM
Insider Trading Policy you are also required to inform any broker/dealer when you open a new
Securities
account that you are employed by a financial institution and also whether you are registered
with a broker-dealer.
6
Hong Kong-based
Access Persons
(and their
Household Family
Members
) must obtain approval from the
Code Administrator
prior to opening any brokerage account.
6
Brokers and dealers are subject to certain rules designed to prevent favoritism toward an
Access Person’s
accounts.
Access Persons
may not accept negotiated commission rates that
you believe may be more favorable than the broker grants to accounts with similar characteristics.
|
5.2
|
Duplicate Transaction Confirmations & Statements
|
Each
Access Person
must arrange
for the
Code Administrator
to receive duplicate copies of trade confirmations of
Reportable Securities
transactions and, if requested
7
by the
Code Administrator
, periodic
account statements for any
Reportable Securities
accounts in which the
Access Person
has a
Beneficial Interest
in
if the account holds, or has the ability to hold,
Reportable Securities
(this requirement also
applies to the
Securities
confirmations and statements of
Household Family Members
).
|
|
|
|
|
|
|
|
Compliance Tip - What Securities
Accounts Do I Need to Report?
|
|
|
|
Any account (including a
Household Family
Member’s
account) that holds or can hold a
Security.
For instance here is a
non-exclusive
list of commonly reported
Securities
accounts:
●
Brokerage
Accounts
●
Mutual
Fund Only Accounts
●
Custodial Securities
Accounts
●
Manulife
GSOP Plan Accounts
●
Certain 529 Plans
(plans affiliated with or plans with investment options managed by Manulife or Manulife affiliated entity)
●
IRA Accounts
●
Stock Purchase
Plans
●
Transfer
Agent Accounts
●
Variable Life or
Annuity Insurance Policies with underlying
Affiliated Mutual Fund
investment options
●
Manulife Loan Program Mutual Fund Account
●
John Hancock Unified
401k Plan/Manulife RPS
●
Registered Retirement Savings Plan (RRSP)/RESP/TFSA
●
Uncertificated Book
Entry
Securities
●
Physical possession of
certificated
Securities
●
Employee Stock Option
Accounts
●
UK
Individual Savings Accounts (ISA)
●
UK Self Invested
Pension Plans (SIPP)
|
|
|
7
The
Code Administrator
may rely on the operating groups of
Manulife/
John Hancock for administration of trading activity limitations and monitoring of market timing policies for
Manulife Affiliated Funds
. To the extent the
Code Administrator
has ready access to
Securities
transaction and holdings through a
Manulife Affiliate
, the
Code Administrator
is not required to obtain duplicate
confirmations or statements for such accounts.
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
13
|
|
|
5.3
|
USA-Based
Access Person Preferred Brokerage Account Requirement
|
All
USA-based
Access Persons
who became employees of
MAM
or a
MAM Affiliate
after
March 1, 2008 are required to maintain all
Reportable Securities
accounts established after March 1, 2008 (including the
Securities
accounts of
Household Family Members
) at one of
MAM’s Preferred Brokers
unless the
Securities
account has been qualified by the
Code Administrator
as an
Exempt Securities Account.
A current list of
MAM’s
Preferred Brokers
can be found on the
Personal
Trading
& Reporting System
website or by contacting the
Code Administrator.
Upon designation as an
Access Person
, a person has 45 calendar days to (i) qualify any
non-compliant
Securities
account as an
Exempt Securities Account
or (ii) transfer all assets to a
MAM Preferred Broker
and close the
non-compliant
account.
|
5.4
|
Initial Holdings Report & Certification
|
After reporting all
Securities
accounts (Refer to Section 5.1), new
Access Persons
must file an Initial Holdings Report.
8
This Initial Holdings Report is due within 10 calendar days after the person became an
Access Person
and the submitted information must be current as of a date no more than 45 calendar days
prior to the date the person became an
Access Person.
An
Access Person
must submit with his or her Initial Holdings Report a
certification that he or she: (i) has read and understands the
Code;
(ii) recognizes that he or she is subject to the
Code
; (iii) agrees to comply with the
Code
requirements applicable to their designated access
level; and (iv) has disclosed or reported all required
Reportable Securities
holdings and all
Securities
accounts in which they have a
Beneficial Interest
(including
Household Family Member
accounts).
8
The Initial Holdings Report will contain: (i) the title and type of each
Reportable
Security
in which the Access Person has any
Beneficial Interest
; (ii) the exchange ticker symbol or CUSIP number and the number of shares or principal amount of each
Reportable Security
(each as applicable); (iii) the name of
any broker, dealer, bank, or other entity with which the
Access Person
maintains an account in which any
Securities
are or can be held for the
Access Person’s
direct or indirect
Beneficial Interest
; and (v) the
date the report is submitted by the
Access Person.
|
5.5
|
Quarterly Transaction Report & Certification
|
All
Access Persons
must file a
Quarterly Transaction Report that discloses certain information about each
Reportable Security
transaction in which they have (or as a result of the transaction acquired) a
Beneficial Interest
(including transactions for
Household
Family Members
) during the quarter covered by the Quarterly Transaction Report.
9
Each
Access Person’
s Quarterly Transaction Report is due
within 30 calendar days after the end of each calendar quarter. Each
Access Person’s
Quarterly Transaction Report must also include a certification that the submitted
Quarterly Transaction Report includes all information required to be reported. In connection with the Quarterly Transaction Report Certification, all
Access Persons
are also
required to certify to the accuracy of the listing of
Securities
accounts displayed in
Personal Trading
& Reporting System
or by alternative method as permitted by
Section 5.8 of the
Code.
|
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|
|
|
|
|
|
Compliance Reminder: Automatic
Pre-Population
of Transaction and Holdings Data in the Personal Trading & Reporting System
|
|
|
|
|
|
|
As a convenience to certain
Access
Persons
,
Code Administration
works with certain brokers to obtain
Securities
transaction and holding data to
pre-populate
Quarterly Transaction and Annual Holdings Reports in the Personal
Trading & Reporting System. The
pre-populated
data may contain omissions or inaccuracies.
It is each
Access Person’s
responsibility to contact the
Code Administrator
to
correct any inaccurate transaction or holdings data prior to submitting a report or certification.
|
|
|
9
The Quarterly Transaction Report will include the following information: (i) the date of the
transaction (“trade date”); (ii) the title of the
Reportable Security
; (iii) the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares or principal amount of each
Reportable
Security,
the type of transaction or acquisition, the price at which the transaction was effected (each as applicable); (iv) the name of any broker, dealer, bank, or other entity with or through which the transaction was effected; and
(v) the date the report is submitted by the
Access Person.
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
14
|
|
|
5.6
|
Reporting of Gifts, Donations & Inheritances
|
An
Access Person’s
gift or
donation of a
Pre-Clearable
Securit
y is considered a “sale” event for Level 1 and 2
Access Persons
(this includes gifts or donations by
Household Family Members
) and
therefore requires
pre-clearance
approval prior to making the gift or donation. Additionally, any approved gift or donation event of a
Reportable Security
must be accurately reflected in the next
Quarterly Transaction Report (
Refer to Section
5.5
).
The receipt of a gift or an inheritance of
Reportable
Securities
should be promptly reported to the
Code Administrator
to ensure the new holding is accurately accounted for. Note: the receipt of a gift or inheritance does not require
pre-clearance
approval from Compliance.
|
5.7
|
Annual Holdings Report & Certification
|
All
Access Persons
must file an Annual Holdings Report.
10
The
Annual Holdings Report
is due within 45 calendar days of December 31st and must be current as of a date no more than 45 calendar days prior to the date this information is filed. Each
Access Person
must submit each Annual Holdings Report with a certification that
he or she: (i) has read and understands the
Code
; (ii) recognizes that he or she is subject to the
Code
; (iii) has complied with (or has disclosed any failure to comply with) the
Code’s
requirements
applicable to their designated access level; and (iv) has reported all violations of the
Code
and all required
Reportable
Securities
holdings and
Securities
accounts for which the
Access Person
holds a
Beneficial Interest
(including the applicable holdings and accounts of
Household Family Members
).
10
The Annual Holdings Report will include: (i) the title and type of each
Reportable Security
in which they have
Beneficial Interest
; (ii) the exchange ticker symbol or CUSIP
number (as applicable) and the number of shares or principal amount of each
Reportable Security
(as applicable); (iii) the name of any broker, dealer, bank, or other entity with which the
Access Person
maintains an account in which any
Securities
are or can be held for the
Access Person’s
direct or indirect benefit; and (iv) the date the report is submitted by the
Access Person.
|
5.8
|
Method of Reporting & Certifications
|
Access Persons
are expected to use the intranet-based
Personal Trading
& Reporting System,
to make their required
Securities
account disclosures, Initial and Annual Holdings Reports
,
Quarterly Transaction reports and related certifications.
11
An
Access Person
that fails to make a required
report or certification by the specified deadline will, at a minimum, be prohibited from engaging in discretionary personal trading until the reporting/certification requirement is satisfied and may give rise to other sanctions (this prohibition
also applies to any
Securities
account or
Securities
of which the
Access Person
has a
Beneficial Interest,
including the
Securities
accounts and
Securities
of
Household Family Members
). The timing of
the deadlines for each reporting obligations are set by various regulations adopted under the
Securities Laws.
Compliance may establish earlier deadlines than specified in this Part 5 to ensure compliance with the
Securities Laws.
***
11
Access Person’s
without access to the
Personal Trading
&
Reporting System
will use other methods for reporting and certification as directed by the
Code Administrator
or
Chief Compliance Officer
.
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
15
|
|
|
|
|
|
|
|
|
|
PART 6
|
|
CODE ADMINISTRATION
|
|
6.1
|
No Liability for Losses
|
MAM
and
Manulife Affiliates
and/or any
MAM Clients
will not be liable for any losses incurred or profits avoided by any
Access
Persons
or
Household Family Member
resulting from the implementation or enforcement of the
Code
.
Access Persons
must understand that their ability (as well as the ability of the
Household Family Members
) to buy and
sell
Securities
may be limited by the
Code
and that trading activity by
MAM
,
MAM Clients
, and/or other
Manulife Affiliates
may affect the timing of when an
Access Person
(as well as
Household Family
Members
) can buy or sell a particular
Security
.
|
6.2
|
Penalties for Code Violations
|
Penalties for violating the
Securities Laws
can be severe, both for the individuals involved and their employers. A person can be subject to
penalties even if he or she does not personally benefit from the violation. Penalties may include civil injunctions, payment of profits made or losses avoided (“disgorgement”), jail sentences, fines for the person committing the violation,
and fines for the employer or other controlling person.
In addition, any violation of the
Code
is subject to the imposition of sanctions by
MAM
as may be deemed appropriate under the circumstances by MAM
.
These sanctions could include,
without limitation, bans on personal trading, disgorgement of trading profits, and personnel
action, including termination of
employment, where appropriate.
Refer to MAM’s
Fine and Sanction Guidelines for further information.
Exemptions from
Code
provisions may be granted by the
Chief Compliance Officer
where warranted by applicable facts and circumstances, if
permitted by law, and if the
CCO
determines and exemption would be in accord with the spirit of the General Principles of the
Code
and the
Securities Laws.
Access Persons
may direct their request for an exemption to the
Code Administrator
or
Chief Compliance Officer.
The
Chief Compliance Officer
is also authorized to modify the personal trading provisions of this
Code
as it applies to a specific
MAM Associate
where local law would
prohibit the application of a specific provision.
If
Access Person
believes that a
Code
-related request has been incorrectly denied
by the
Chief Compliance Officer
, or that a
Code
-related action is not warranted, an
Access Person
may make a written appeal of the decision or action within
30-days
of the decision or
action to the
Ethics Oversight Committee
.
Code Administration
will arrange an appropriate forum or communication for the consideration of appeals.
The
Chief Compliance Officer
is permitted to approve
non-material
amendments to the
Code
and the
Ethics Oversight Committee
(or
MAM
Board, if applicable) is responsible for approving any material amendments. For certain
MAM Affiliated Mutual Fund
clients,
the respective Board of Trustees of the
Affiliated Mutual
Fund
must approve any material changes to the code of
MAM
within six (6) months of the adoption of the material change in accordance with the requirements of Rule
17j-1
under the Investment
Company Act of 1940.
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
16
|
|
|
6.5
|
Code Interpretation & Administration
|
The
Chief Compliance Officer
has general administrative responsibility for the
Code
and is responsible for establishing policies and
procedures for the administration of the
Code
; monitoring and testing for
Code
compliance; ensuring
Code
training is provided to
Access Persons
; granting exceptions or exemptions to any provision of the
Code,
on an
individual or a class basis; appointing one or more
Code Administrators
and defining the scope of his or her authority and
day-today
responsibilities (in addition to those specified in the
Code
);
oversight of the
Code Administrator’s
Code
activities; considering and recommending material amendments to the
Code
to the
Ethics Oversight Committee
(or
MAM
Board, if applicable); and reviewing and
considering any decisions made by the
Code Administrator
at the request of a
MAM Associate
or involving ordinary sanctions imposed related to
Code
violations.
Ethics Oversight Committee
(or
MAM
Board, if applicable) retains the ultimate discretion as to the interpretation the
Code’s
provisions in any given situation, rendering material sanctions for violations of the
Code
, and rendering final judgments on any
Access Person’s
appeal of any decision or ordinary sanction imposed by the
Chief Compliance
Officer
.
The
Chief Compliance Officer
or
Code Administrator
maintains or causes to be maintained, the following records: (1) a copy of the
Code
or any predecessor
MAM
code of ethics
which has been in effect during the most recent
5-year
period; (2) a record of any violation of the
Code
, or any predecessor
MAM
code of ethics, and of any action taken as a result of such violation in the
5-year
period following the end of the fiscal year in which the violation took place; (3) a list of all persons
currently or within the most recent
5-year
period who were required to make reports pursuant to the
Code
(or any predecessor
Code
) and the person(s) who were responsible for reviewing these
reports; (4) copies of all acknowledgements of each person’s receipt of the
Code,
Initial and Annual Holdings Reports, Quarterly Transaction Reports, and duplicate brokerage confirmations and
Securities
account statements (as
applicable) filed during the most recent
5-year
period; and (5) a record of the approval of, and rationale supporting, the acquisition of
Securities
by
Access
Persons
in an
Initial
Public Offering
or
Limited Offering
for at least 5 years after the end of the fiscal year in which the approval is granted.
12
Code records will be maintained for the first 2 years in an office of
MAM
(in paper or accessible electronically) and in an easily accessible
place for the time period as required by any applicable regulations thereafter.
13
***
|
12
|
In reviewing a
pre-clearance
request for a
Limited Offering
or
IPO
the
Chief Compliance Officer
may consider the following factors: (1) whether the investment opportunity should be or can be reserved for
MAM
clients; (2) is it being offered because of a relationship to
MAM
or
position within
MAM
; and (3) any other relevant factors in the sole discretion of the
Chief Compliance Officer
. The
Chief Compliance Officer
or
Code Administrator
will document the rationale for any approval
decision.
|
|
13
|
Code
records for
MAM
Hong Kong will be maintained for at least 7 years and maintained in an easily
accessible place.
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
17
|
|
|
|
|
|
|
|
|
|
Appendix A
|
|
Definitions of
Italicized
Code of Ethics
Terms
|
|
|
|
|
Access Person
|
|
Refer to definition in Section 1.2 of this
Code
.
|
|
|
|
|
Active Consideration for Purchase or Sale
|
|
A
Security
is under
Active Consideration for Purchase or Sale
once a
MAM
portfolio manager forms a specific intent to purchase or sell a
Security
for a
MAM Client
account.
|
|
|
|
|
Affiliated Mutual Fund
|
|
Any
Mutual Fund
for which
Manulife
serves as an investment adviser (or
sub-adviser)
or whose investment adviser (or
sub-adviser)
controls, is controlled by, or is under common control with
Manulife. (e.g., Manulife or
John Hancock
Mutual Funds
).
|
|
|
|
|
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. Examples include automatic dividend reinvestment plans and payroll deduction purchase plans.
|
|
|
|
|
Beneficial Interest
|
|
An
Access Person
is deemed to have a
Beneficial Interest
in any transaction in
which the
Access Person
controls or has the opportunity to directly or indirectly profit or share in the profit derived from the
Securities
transacted.
An
Access Person
is presumed to have a
Beneficial Interest
in
the following
Securities
and related transaction activities: (1)
Securities
owned by an
Access Person
in his or her name; (ii)
Securities
(and
Securities
accounts) owned by
Household Family Members;
(iii)
Securities
owned by an
Access Person
indirectly through an account or investment vehicle for his or her benefit, such as an IRA/RRSP/RESP/ISA/SIPP, family trust or family partnership;
(iv)
Securities
owned in which the
Access Person
has a joint ownership interest, such as
Securities
owned in a joint brokerage account; and (v)
Securities
over which the
Access Person
has
discretion or gives advice (other than
MAM
Client
accounts) and includes
Securities
owned by trusts, private foundations or other charitable accounts for which the
Access Person
has investment discretion.
Beneficial
Interest
is interpreted in the same manner under the
Code
as it would be under Rule
16a-1(a)(2)
under the U.S. Securities Exchange Act of 1934.
|
|
|
|
|
Chief Compliance Officer
|
|
The term
Chief Compliance Officer
refers each Chief Compliance Officer of the
applicable
MAM
entity adopting this
Code.
|
|
|
|
|
Client
|
|
For purposes of this
Code
, the term “
Client
” means the specific
person or entity that has an investment advisory or investment
sub-advisory
services agreement (or supervised investment delegation affiliate arrangement) with the specific
MAM
entity adopting this
Code.
|
|
|
|
|
Closed-End
Investment
Company
|
|
A
Closed-End
Investment Company
is a
registered investment company that issues a fixed number of shares and is usually traded on a major stock exchange. In contrast, an
open-end
investment company
(
i.e
., mutual fund) continuously
offers new shares to the public and repurchases shares at net asset value. Note: Many REITs are
Closed-End
Investment Companies
.
|
|
|
|
|
Code Administrator
|
|
Code Administrator
refers to the person (or persons) designated by the relevant
MAM Chief Compliance Officer
to be primarily responsible for the
day-to-day
administration of the
Code
.
|
|
|
|
|
Direct Obligations of the Government
of the US or UK
|
|
Any security directly issued or guaranteed as to principal
or interest by the United States. Examples of direct obligations include Cash Management Bills, Treasury Bills, Notes and Bonds, and STRIPS. It is important to note that Federal National Mortgage Association (Fannie Mae), and Federal Home Loan
Mortgage Corporation (Freddie Mac)
Securities
are not
Direct Obligations of the Government of the United States. Directed Obligations of the UK
refers to the following list of
Securities
issued and guaranteed by the United
Kingdom Treasury: Premium Savings Bonds, Index Linked Savings Certificates, Fixed Interest Savings Certificates, Guaranteed Equity Bonds, Capital Bonds, Children’s Bonus Bonds, Fixed Rate Savings Bonds, Income Bonds, and Pensioners Guaranteed
Income Bonds.
Refer to M&G Investment Management Ltd. SEC
No-Action
Letter (Sept. 10, 2002)
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
18
|
|
|
|
|
|
|
|
|
|
Appendix A
|
|
Definitions of
Italicized
Code of Ethics
Terms
(Continued)
|
|
|
|
|
Ethics Oversight Committee
|
|
The
Ethics Oversight Committee
is an ad hoc or standing compliance committee composed
of relevant
MAM Chief Compliance Officer
and certain
MAM
senior management.
|
|
|
|
|
Exempt ETF
|
|
An
Exempt ETF
is an exchange-traded fund that has as its underlying tracking
instrument the S&P 100, S&P Midcap 400, S&P 500, Hang Seng Index, Hang Seng China Enterprises Index, TSX 60, EAFE, FTSE 100, and Nikkei 225.
Exempt ETFs
also include options and futures contracts on the S&P 100, S&P Midcap
400, S&P 500, TSX 60, EAFE, FTSE 100, and Nikkei 225.
Exempt ETF
transactions do not require advance
pre-clearance
approval. Refer to APPENDIX C for further information on reporting
Exempt
ETF
transactions and holdings.
|
|
|
|
|
Exempt Securities Accounts
|
|
With
written approval
from
Code Administrator
, a
US-based
Access Persons
(and
Household Family Members
) subject to the Preferred Broker Requirement of Section 5.3 are permitted to maintain a
Securities
account with an entity other than
with a
Preferred Broker
, if the
Securities
account can meet one of the following exemptions: (i) it contains only
Securities
that can’t be transferred; (ii) it exists solely for products or services that one of
the
Preferred Brokers
cannot provide; (iii) it exists solely because your spouse’s or significant other’s employer prohibits external covered accounts; (iv) it is managed by a third-party registered investment adviser;
(v) it is restricted to trading interests in 529 College Savings Plans; (vi) it is associated with an ESOP (employee stock option plan) or an ESPP (employee stock purchase plan); (vii) it is required by a direct purchase plan, a dividend
reinvestment plan, or an
Automatic Investment Plan
with a public company in which regularly scheduled investments are made or planned; (viii) it is a
Mutual Fund
only account; (ix) it is required by a trust agreement;
(x) it is associated with an estate of which the
Access Person
is the executor, but not a beneficiary, and involvement with the account is temporary; (xi) transferring the account would be inconsistent with other applicable rules;
or (xii) other exception approved by the
Code Administrator.
|
|
|
|
|
High Quality Short Term Debt Instrument
|
|
Any instrument that has a maturity
at issuance
of less than 366 days and that is
rated in one of the two highest rating categories by a nationally recognized rating organization(
e.g.,
S&P, Moody’s, Fitch, A.M. Best).
|
|
|
|
|
Household Family Member
|
|
An
Access Person’s
spouse, “significant other,” minor children, or
other family member who
also
shares the same household with the
Access Person.
An
Access Person’s
“significant other” is defined as a person
who (i) shares the same household with the
Access
Person
; (ii) shares living expenses with the
Access Person
; and (iii) is in a committed personal relationship with the
Access Person
and there is an intention to remain in the relationship indefinitely.
The
CCO
or
Code Administrator
, after reviewing all the pertinent facts and
circumstances, may determine, if not prohibited by applicable law, that an indirect
Beneficial Interest
over
Securities
held by members of the
Access Person’s Household Family Members
does not exist or is too remote for
purposes of the
Code
’s requirements.
|
|
|
|
|
Initial Public Offering
|
|
An offering of
Securities
registered under the U.S. Securities Act of 1933 (or
comparable
non-U.S.
registration statute or regime), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the U.S. Securities
Exchange Act of 1934 (or comparable
non-U.S.
compulsory reporting requirements).
|
|
|
|
|
Investment Club
|
|
A group of people who pool their assets in order to make
joint decisions (typically a vote) on which
Securities
to buy, hold or sell.
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
19
|
|
|
|
|
|
|
|
|
|
Appendix A
|
|
Definitions of
Italicized
Code of Ethics
Terms (Continued)
|
|
|
|
|
Investment Team
|
|
An individual
Investment Team
describes the grouping of
MAM
analysts and
portfolio managers who make or participate in making recommendations regarding the purchase or sale of securities for designated
MAM
-advised
Client
accounts. The
Code Administrator
or
CCO
may also assign certain traders
to specific
Investment Teams
if the trader regularly participates in the
Security
recommendation process with the analysts or portfolio managers.
|
|
|
|
|
Limited Offering
|
|
A
Securities
offering that is exempt from registration under the U.S. 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, or equivalent foreign statute or regulation. Also known as a private placement
Security
(
e.g.,
private investment funds, “hedge funds,” limited partnerships,
etc
.)
|
|
|
|
|
MAM Associate
|
|
MAM Associates
are: (i) any partner, officer, director (or other person
occupying a similar status or performing similar functions) of
MAM
; (ii) an employee of
MAM
(including contractors,
co-ops
and interns); (iii) any person who provides investment advice on
behalf of
MAM
and is subject to the supervision and control of
MAM
; (iv) any person meeting the definition of
Access Person
; and (v) any other person who the
Code Administrator
deems a
MAM Associate
.
14
|
|
|
|
|
Manulife
|
|
Manulife Financial Corporation
|
|
|
|
|
Manulife Affiliate
|
|
All persons or entities
controlled by
Manulife.
|
|
|
|
|
Mutual Fund
|
|
(a) Any U.S. registered
open-end
investment
management company (
i.e.,
mutual fund); or
(b) a Canadian or foreign regulated mutual
fund (UCITs etc.) which meets the following 4 requirements: (i) redemption on demand at the net asset value of fund shares, (ii) forward pricing reflecting the net asset value of fund shares, (iii) daily calculation of the fund’s
net asset value in a manner consistent with principles and rules adopted under the Investment Company Act of 1940, and (iv) absence of a secondary market.
Refer to SEC
No-Action
Letter, Manufacturers
Adviser Corp., Sept. 10, 2002.
|
|
|
|
|
No Direct or Indirect Control Over Account
|
|
Purchases, sales or dispositions of
Securities
over which a person has no direct or
indirect influence or control (
e.g.
, a “blind trust” or certain managed accounts which the
Access Person
has obtained from the
Code Administrator
a written exemption).
|
|
|
|
|
Personal Trading & Reporting System
|
|
The
web-based
reporting and certification system
used by
MAM
to facilitate compliance with certain periodic reporting and
pre-clearance
obligations imposed under the
Code
(
a.k.a.,
PTCC).
Access Persons
not provided with access to
the PTCC will make reports, disclosures, and certifications in an alternate method as directed by the
Code Administrator
.
|
|
|
|
|
Pre-Clearable
Security
|
|
All
Securities
except
those
Securities
listed on APPENDIX C of the
Code
as exempt from the
pre-clearance
requirements of the
Code
.
|
|
|
|
|
Preferred Brokers
|
|
A current list of
MAM’s
Preferred Brokers
can be found on the
Personal Trading
& Reporting System
website or by contacting the
Code Administrator.
Refer to Section 5.3 for further information regarding the
Preferred Broker
requirements.
|
14
In reliance on the Prudential
SEC
no-action
letter,
certain
MAM SEC
-registered investment advisers may include in the definition of “
MAM Associate
” any person of a
MAM Affiliate
who is involved, directly, or indirectly, in
MAM’s
investment advisory
activities.
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
20
|
|
|
|
|
|
|
|
|
|
Appendix A
|
|
Definitions of
Italicized
Code of Ethics
Terms (Continued)
|
|
|
|
|
Pro Rata Discretionary Transactions
|
|
Purchases or other acquisitions or dispositions of
Securities
resulting from the
discretionary exercise of rights acquired
from an issuer
as part of a pro rata distribution to all holders of a class of
Securities
of the issuer. (
e.g
., discretionary participation in takeovers, rights &
tender/exchange offerings)
|
|
|
|
|
Reportable Security
|
|
All
Securities
except those
Securities
listed as exempt from the Initial and
Annual Holdings Report
and
Quarterly Transaction Report requirements on APPENDIX C of the
Code.
|
|
|
|
|
Same
Pre-Clearable
Security
|
|
For an equity
Security
, the
Same
Pre-Clearable
Security
would include all other equity securities of the same issuer or, other instrument whose value is derived from the value of the issuer’s equity
Securities
. For a debt
Security
, the
Same
Pre-Clearable
Security
would include all other debt instruments of the same issuer as well as any instrument whose value is derived from the credit, value or reference to the
issuer’s debt.
|
|
|
|
|
Security (Securities)
|
|
A “security” as defined by Section 1(1) of the Ontario Securities Act, the
Hong Kong Securities and Futures Ordinance, Section 3(a)(10) or the Investment Advisers Act of 1940.
Examples include but are not limited to
: any note, stock, treasury stock, security future, bond, debenture, evidence of
indebtedness, mutual funds,
closed-end
funds, unit investment trusts, REITS, ETFs, commodity funds, broker cds, certificate of interest or participation in any profit-sharing agreement, collateral-trust
certificate,
pre-organization
certificate or subscription, transferable share, investment contract, security-based swap, 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 privileged entered into on a national securities exchange related 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. References to a
Security
also includes any warrant for, option in, or
“security” or other instrument immediately convertible into or whose value is derived from that “security” and any instrument or right which is equivalent to that “security.” The definition of
Security
applies
regardless of the registration status or domicile of registration of the
Security
(
i.e.,
the term
Security
includes both private placements/limited partnership interests and publicly-traded securities as well as domestic and
foreign
Securities
). For purposes of this
Code
, the definition of
Securities
also includes other instruments and interests labeled as reportable on APPENDIX C of this Code.
|
|
|
|
|
Securities Laws
|
|
The
Securities Laws
include various domestic and
foreign securities-related laws, statutes and rules/regulations that govern MAM’s investment management activities and includes: Ontario Securities Act, UK Financial Services Authority regulations, the Securities and Futures Ordinance of Hong
Kong, Securities and Futures Act (Singapore), the Securities Act of 1933 (US), the Securities Exchange Act of 1934 (US), the Sarbanes-Oxley Act of 2002 (US), the Investment Company Act of 1940 (US), the Investment Advisers Act of 1940 (US),
Title V of the Gramm-Leach-Bliley Act (US), and the Bank Secrecy Act (US) (as it applies to funds and investment advisers)
.
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
21
|
|
|
|
|
|
|
|
|
|
Appendix B
|
|
Code of Ethics Initial
Adoption and Amendment Dates
|
|
|
|
|
Manulife Asset Management (US) LLC
|
|
Initially Adopted January 12, 2012, Amended Effective Date
September 1, 2013
|
|
|
|
|
Manulife Asset Management (North America) Limited
|
|
Initially Adopted February 22, 2012, Amended Effective Date
November 1, 2013
|
|
|
|
|
Manulife Asset Management Limited
|
|
Initially Adopted February 22, 2012, Amended Effective Date
November 1, 2013
|
|
|
|
|
Manulife Asset Management (Europe)
Limited
|
|
Initially Adopted September 1, 2013
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
22
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APPENDIX C
Securities
Reporting &
Pre-Clearance
Manulife Asset Management Code of Ethics
|
|
Reportable Security:
Initial and
Annual
Holdings Reports
|
|
Reportable Security:
Quarterly Transaction Reports
|
|
Pre-Clearable Security?
|
|
|
|
|
|
|
Unless otherwise indicated on this chart, (i) all
Securities
positions must be
reported initially and annually thereafter, (ii) all
Securities
transactions must receive advance
pre-clearance
approval, and (iii) all
Securities
transactions must be reported
quarterly.
(italicized terms are defined in the Code)
|
|
Does the
Access Person
need to report the following types of
Securities
holdings?
|
|
Does the
Access Person
need to report transactions in the following types of
Securities
?
|
|
Does the
Access Person
need to obtain
pre-clearance
approval prior to transacting in the following types of
Securities
?
Note:
Level 3 Access Persons are only required to obtain
pre-clearance
approval for transactions
involving IPOs, Limited Offerings, and
Closed-End
Investment Companies advised by a Manulife Affiliate
|
|
Government
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct Obligations of the Government of the US or UK
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
State, Province or Municipal Bonds
|
|
Yes
|
|
Yes
|
|
Yes
|
|
|
|
|
|
|
Direct Obligations of the Governments of Canada, Japan, Germany, France or Italy
|
|
Yes
|
|
Yes
|
|
No
|
|
Money Market Instruments/Commodities/Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankers Acceptances
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
Bank Certificates of Deposit
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
Brokerage Certificates of Deposit
|
|
Yes
|
|
Yes
|
|
No
|
|
|
|
|
|
|
Commercial Paper
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
High Quality Short-Term Debt Instruments
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
Repurchase Agreements
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
Money Market Funds (including Money Market
Affiliated Mutual Funds
)
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
Physical Commodities and Options and Futures on Commodities (not commodity ETFs or
closed-end
funds)
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
Foreign and Domestic Currency Holdings/ Transactions
(including currency options and futures)
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
23
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|
|
APPENDIX C
Securities
Reporting &
Pre-Clearance
(Continued)
Manulife Asset Management Code of Ethics
|
|
Reportable Security:
Initial and Annual
Holdings Reports
|
|
Reportable Security: Quarterly Transaction Reports
|
|
Pre-Clearable Security?
|
|
|
|
|
|
|
Unless otherwise indicated on this chart, (i) all
Securities
positions must be
reported initially and annually thereafter, (ii) all
Securities
transactions must receive advance
pre-clearance
approval, and (iii) all
Securities
transactions must be reported
quarterly.
(italicized terms are defined in the Code)
|
|
Does the
Access Person
need to report the following types of
Securities
holdings?
|
|
Does the
Access Person
need to report transactions in the following types of
Securities
?
|
|
Does the
Access Person
need to obtain
pre-clearance
approval prior to transacting in the following types of
Securities
?
Note:
Level 3 Access Persons are only required to obtain
pre-clearance
approval for transactions
involving IPOs, Limited Offerings, and
Closed-End
Investment Companies advised by a Manulife Affiliate
|
|
IPOs / Private Placements / Limited Offerings
|
|
|
|
|
|
|
|
|
|
|
|
|
IPOs
(Note: Prohibited for Access Person Level 1)
|
|
Yes
|
|
Yes
|
|
Yes
|
|
|
|
|
|
|
Private Placements/Private Funds/Limited Offerings
|
|
Yes
|
|
Yes
|
|
Yes
|
|
Issuer Event Transactions / Automatic Investment
Plans
|
|
|
|
|
|
|
|
|
|
|
Involuntary Issuer Transactions and Holdings
(stock dividends, stock splits/reverse splits, or other similar reorganizations or distributions, call of a debt security, and spin-offs of shares
to existing holders)
|
|
Yes
|
|
Yes
|
|
No
|
|
|
|
|
|
|
Issuer
Pro Rata Discretionary Transactions/Elections
(purchases or other acquisitions or dispositions resulting from the discretionary exercise of rights acquired
from an issuer
as part of a pro
rata distribution to all holders of a class of
Securities
of such issuer) (
e.g
., discretionary participation in takeovers, rights & tender/exchange offerings)
|
|
Yes
|
|
Yes
|
|
Yes.
Pre-clearance
approval for discretionary elections should be sought by
manually
phoning or emailing the
Code
Administrator
directly.
|
|
|
|
|
|
|
Automatic Investment Plans
(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)
(for Mutual Funds AIPs Refer to
below)
|
|
Yes. You must add up all of the Plan transactions for the year and reflect the activity on the Annual Holdings Report
|
|
No. You do not need to report automatic
(non-discretionary)
Plan transactions on the Quarterly Transaction Report
|
|
No, however, transactions that override the automatic
preset schedule (discretionary purchases /sales, discretionary changes in individual security selection) must be
pre-cleared.
Note
: You do not need to
pre-clear
a
change to your money contribution level into a Plan.
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPENDIX C
Securities
Reporting &
Pre-Clearance
(Continued)
Manulife Asset Management Code of Ethics
|
|
Reportable Security: Initial and Annual Holdings Reports
|
|
Reportable Security: Quarterly Transaction Reports
|
|
Pre-Clearable
Security?
|
|
|
|
|
|
|
Unless otherwise indicated on this chart, (i) all
Securities
positions must be
reported initially and annually thereafter, (ii) all
Securities
transactions must receive advance
pre-clearance
approval, and (iii) all
Securities
transactions must be reported
quarterly.
(italicized terms are defined in the Code)
|
|
Does the
Access Person
need to report the following types of
Securities
holdings?
|
|
Does the
Access Person
need to report transactions in the following types of
Securities
?
|
|
Does the
Access Person
need to obtain
pre-clearance
approval prior to transacting in the following types of
Securities
?
Note
: Level 3 Access Persons are only required to obtain
pre-clearance
approval for transactions
involving IPOs, Limited Offerings, and
Closed-End
Investment Companies advised by a Manulife Affiliate
|
|
Issuer Event Transactions / Automatic Investment Plans
|
|
|
|
|
|
|
|
|
|
|
Dividend Reinvestment Plan Automatic Transactions
|
|
Yes
|
|
No
|
|
No
|
|
|
|
|
|
|
Issuer Direct Stock Plan Automatic Transactions
|
|
Yes
|
|
No
|
|
No
|
|
|
|
|
|
|
Issuer Direct Stock Plan
Non-Automatic
Transactions
(discretionary transactions)
|
|
Yes
|
|
Yes
|
|
Yes. A
pre-cleared
transaction instruction is valid until executed by the Plan.
|
|
Investment Company
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Closed-End
Investment Companies
|
|
Yes
|
|
Yes
|
|
Yes
|
|
|
|
|
|
|
Exchange Traded Funds (ETFs) and Exchange Traded Notes
|
|
Yes
|
|
Yes
|
|
Yes, however,
Exempt ETFs
do not need to be
pre-cleared
(Refer to definition in Code)
|
|
|
|
|
|
|
Money Market Funds (including Money Market
Affiliated Mutual Funds
)
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
Mutual Funds
*
(non-affiliated)
|
|
No
|
|
No
|
|
No
|
|
* Affiliated Mutual Funds
|
|
Yes
|
|
Yes
|
|
No
|
|
*
Affiliated
Mutual Funds
interests held by or through the Manulife Registered Pension Plan (RPS), Manulife Registered Retirement Savings Plan (RRSP), John Hancock Unified 401k Plan, other employer-sponsored retirement plan, 529/RESP plan, or any other
account.
|
|
Yes
|
|
Yes, however do not report automatic transactions/rebalances (in accordance with a predetermined schedule/ allocation) on the Quarterly Transaction Report
|
|
No
|
|
* Affiliated Mutual Funds
held through a variable (annuity or life) insurance product separate account/unit investment
trust
|
|
Yes (report
Affiliated Mutual Fund
unit values)
|
|
Yes, however do not report automatic transactions/rebalances (in accordance with a predetermined schedule/ allocation) on the Quarterly Transaction
Report
|
|
No
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPENDIX C
Securities
Reporting &
Pre-Clearance
(Continued)
Manulife Asset Management Code of
Ethics
|
|
Reportable Security:
Initial and Annual
Holdings Reports
|
|
Reportable Security: Quarterly Transaction Reports
|
|
Pre-Clearable Security?
|
|
|
|
|
|
|
Unless otherwise indicated on this chart, (i) all
Securities
positions must be
reported initially and annually thereafter, (ii) all
Securities
transactions must receive advance
pre-clearance
approval, and (iii) all
Securities
transactions must be reported
quarterly.
(italicized terms are defined in the Code)
|
|
Does the
Access Person
need to report the following types of
Securities
holdings?
|
|
Does the
Access Person
need to report transactions in the following types of
Securities
?
|
|
Does the
Access Person
need to obtain
pre-clearance
approval prior to transacting in the following types of Securities?
Note:
Level 3 Access Persons are only required to obtain
pre-clearance
approval for transactions
involving IPOs, Limited Offerings, and
Closed-End
Investment Companies advised by a Manulife Affiliate
|
|
Employee Compensation Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
MFC Shares in the MFC Global Share Ownership Plan (GSOP)
|
|
Yes
|
|
Purchases—No
Sales—Yes
|
|
No
|
|
|
|
|
|
|
MFC Restricted Share Units (RSU), Deferred Share Units (DSU), or Performance Share Units
(PSU)
|
|
No
|
|
No
|
|
No
|
|
|
|
|
|
|
Options Acquired from MFC or Other Public Company Employer as Part of Employee Compensation (MFC Solium Account options)
|
|
Yes
|
|
Yes
|
|
Grants -
No. You do not need to
pre-clear
a
MFC option grant but do need to report the grant in your quarterly transaction report.
Exercising Options
- Yes. You do need to
pre-clear
a sale or exercise of these employment-related options.
|
|
|
|
|
|
|
Employer Phantom Stock/Phantom Option Interest
(granted as compensation to employee, only employer can redeem interest and interest is
non-transferrable)
|
|
No
|
|
No
|
|
No
|
|
Gifts / Blind Trusts / Managed Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
Gifts, Inheritances, or Donations of
Reportable Securities
(received or given)
|
|
Yes
|
|
Yes
|
|
Securities Gifts
& Inheritances Received
-
No
Securities Given or Donated -
Yes
|
|
|
|
|
|
|
No Direct or Indirect Control Over Account
(
Securities
held in, purchased/sold for an account where a person does not have direct or indirect influence or investment/ proxy voting
control
, e.g.,
Blind Trusts,
Certain
Managed Accounts)
|
|
No*
|
|
No*
|
|
No*
*However, you must report initial and annual holdings in (as well as
pre-clear
and report quarterly transactions
for) a
Managed Account
unless the Access Person has obtained a specific written
pre-clearance
or reporting exemption from the
Code Administrator
.
|
|
|
|
|
|
|
|
Complete definitions for
italicized
terms may be found in APPENDIX A of the
Code
.
|
|
|
26
|
|
