As filed with the Securities and Exchange Commission on April 26, 2018.
Registration Nos. 2-99356
811-04367
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 323 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
Amendment No. 327 | ☒ |
(Check Appropriate Box or Boxes)
COLUMBIA FUNDS SERIES TRUST I
(Exact Name of Registrant as Specified in Charter)
225 Franklin Street, Boston, Massachusetts 02110
(Address of Principal Executive Officers) (Zip Code)
Registrants Telephone Number, Including Area Code: (800) 345-6611
Christopher O. Petersen, Esq.
c/o Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
☐ | Immediately upon filing pursuant to paragraph (b) |
☒ | On May 1, 2018 pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | On (date) pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | On (date) pursuant to paragraph (a)(2) of rule 485 |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
This Post-Effective Amendment relates solely to the Registrants Columbia Real Estate Equity Fund series. Information contained in the Registrants Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.
Class | Ticker Symbol | |
A | CREAX | |
Advisor (Class Adv) (a) | CRERX | |
C | CRECX | |
Institutional (Class Inst) (a) | CREEX | |
Institutional 2 (Class Inst2) (a) | CRRVX | |
Institutional 3 (Class Inst3) (a) | CREYX | |
R | CRSRX | |
T | CREWX |
(a) | Prior to November 1, 2017, Class Adv shares were known as Class R4 shares, Class Inst shares were known as Class Z shares, Class Inst2 shares were known as Class R5 shares, and Class Inst3 shares were known as Class Y shares. |
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A-1 |
2 | Prospectus 2018 |
(a) | This charge is imposed on certain investments of between $1 million and $50 million redeemed within 18 months after purchase, as follows: 1.00% if redeemed within 12 months after purchase, and 0.50% if redeemed more than 12, but less than 18, months after purchase, with certain limited exceptions. |
(b) | This charge applies to redemptions within 12 months after purchase, with certain limited exceptions. |
(c) | Other expenses have been restated to reflect current transfer agency fees paid by the Fund. |
■ | you invest $10,000 in the applicable class of Fund shares for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
Prospectus 2018 | 3 |
1 year | 3 years | 5 years | 10 years | |
Class A (whether or not shares are redeemed) | $699 | $960 | $1,242 | $2,042 |
Class Adv (whether or not shares are redeemed) | $106 | $331 | $ 574 | $1,271 |
Class C (assuming redemption of all shares at the end of the period) | $307 | $640 | $1,098 | $2,369 |
Class C (assuming no redemption of shares) | $207 | $640 | $1,098 | $2,369 |
Class Inst (whether or not shares are redeemed) | $106 | $331 | $ 574 | $1,271 |
Class Inst2 (whether or not shares are redeemed) | $ 90 | $281 | $ 488 | $1,084 |
Class Inst3 (whether or not shares are redeemed) | $ 85 | $265 | $ 460 | $1,025 |
Class R (whether or not shares are redeemed) | $157 | $486 | $ 839 | $1,834 |
Class T (whether or not shares are redeemed) | $378 | $649 | $ 940 | $1,768 |
4 | Prospectus 2018 |
Prospectus 2018 | 5 |
Year
by Year Total Return (%)
as of December 31 Each Year* |
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart |
||
|
Best | 3rd Quarter 2009 | 28.25% |
Worst
|
4th Quarter 2008 | -37.67% |
* | Year to Date return as of March 31, 2018: -6.56% |
Share
Class
Inception Date |
1 Year | 5 Years | 10 Years | |
Class A | 11/01/2002 | |||
returns before taxes | -0.99% | 6.87% | 6.13% | |
returns after taxes on distributions | -4.40% | 4.56% | 4.38% | |
returns after taxes on distributions and sale of Fund shares | 1.76% | 4.92% | 4.36% | |
Class Adv returns before taxes | 11/08/2012 | 5.37% | 8.43% | 7.02% |
Class C returns before taxes | 10/13/2003 | 3.37% | 7.36% | 5.96% |
Class Inst returns before taxes | 04/01/1994 | 5.32% | 8.43% | 7.02% |
Class Inst2 returns before taxes | 03/07/2011 | 5.48% | 8.58% | 7.11% |
Class Inst3 returns before taxes | 03/01/2017 | 5.51% | 8.47% | 7.04% |
Class R returns before taxes | 09/27/2010 | 4.81% | 7.89% | 6.42% |
Class T returns before taxes | 09/27/2010 | 2.47% | 7.60% | 6.51% |
FTSE Nareit Equity REITS Index (reflects no deductions for fees, expenses or taxes) | 5.23% | 9.46% | 7.44% |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Arthur Hurley, CFA | Senior Portfolio Manager | Portfolio Manager | 2006 |
6 | Prospectus 2018 |
Online | Regular Mail | Express Mail | By Telephone | |||
investor.columbiathreadneedle.com/us |
Columbia
Funds,
c/o Columbia Management Investment Services Corp. P.O. Box 8081 Boston, MA 02266-8081 |
Columbia
Funds,
c/o Columbia Management Investment Services Corp. 30 Dan Road, Suite 8081 Canton, MA 02021-2809 |
800.422.3737 |
Class | Category of eligible account |
For
accounts other than
systematic investment plan accounts |
For
systematic investment
plan accounts |
Classes A, C & T (a) | All accounts other than IRAs | $2,000 | $100 |
IRAs | $1,000 | $100 | |
Classes Adv & Inst | All eligible accounts |
$0,
$1,000 or $2,000
depending upon the category of eligible investor |
$100 |
Classes Inst2 & R | All eligible accounts | None | N/A |
Class Inst3 | All eligible accounts |
$0,
$1,000, $2,000
or $1 million depending upon the category of eligible investor |
$100
(for certain
eligible investors) |
(a) | Class T shares must be purchased through financial intermediaries that, by written agreement with Columbia Management Investment Distributors, Inc., are specifically authorized to sell Class T shares. |
Prospectus 2018 | 7 |
■ | overall economic and market conditions; and |
■ | the financial condition and management of a company, including its competitive position, the quality of its balance sheet and earnings, its future prospects, and the potential for growth and stock price appreciation. |
8 | Prospectus 2018 |
Prospectus 2018 | 9 |
10 | Prospectus 2018 |
Prospectus 2018 | 11 |
12 | Prospectus 2018 |
Columbia Real Estate Equity Fund | |
Class A | 1.32% |
Class Adv | 1.07% |
Class C | 2.07% |
Class Inst | 1.07% |
Class Inst2 | 0.93% |
Class Inst3 | 0.88% |
Class R | 1.57% |
Class T | 1.32% |
Prospectus 2018 | 13 |
14 | Prospectus 2018 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Arthur Hurley, CFA | Senior Portfolio Manager | Portfolio Manager | 2006 |
■ | compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares; |
■ | the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
Prospectus 2018 | 15 |
■ | separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates; |
■ | regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them; |
■ | insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and |
■ | regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund. |
16 | Prospectus 2018 |
Prospectus 2018 | 17 |
■ | The amount you plan to invest. |
■ | How long you intend to remain invested in the Fund. |
■ | The fees (e.g., sales charge or “load”) and expenses for each share class. |
■ | Whether you may be eligible for a reduction or waiver of sales charges when you buy or sell shares. |
■ | The net asset value (NAV) per share is the price of a share calculated by the Fund every business day. |
■ | The offering price per share is the NAV per share plus any front-end sales charge (or load) that applies. |
18 | Prospectus 2018 |
Prospectus 2018 | 19 |
20 | Prospectus 2018 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) |
Front-End
Sales Charges (c) |
Contingent
Deferred
Sales Charges (CDSCs) (c) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (d) |
acting
as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Adv shares
within such platform.
|
|||||
Class C |
Eligibility:
Available to the general public for investment
|
None | 1.00% on certain investments redeemed within one year of purchase (g) |
Waivers
: yes, on Fund distribution reinvestments. For additional waivers, see
Choosing a Share Class — CDSC Waivers – Class A, Class C and Class V
|
Distribution
Fee:
0.75%
|
Class
Inst |
Eligibility:
Available only to certain eligible investors, which are subject to different minimum investment requirements, ranging from $0 to $2,000, including investors who purchase Fund shares through commissionable brokerage
platforms where the financial intermediary holds the shares in an omnibus account and, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary
has an agreement with the Distributor that specifically authorizes offering Class Inst shares within such platform; closed to (i) accounts of financial intermediaries that clear Fund share transactions for their client or customer accounts through
designated financial intermediaries and their mutual fund trading platforms that have been given specific written notice from the Transfer Agent of the termination of their eligibility for new purchases of Class Inst shares and (ii) omnibus group
retirement plans, subject to certain exceptions
(h)
|
None | None | N/A | None |
Prospectus 2018 | 21 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) |
Front-End
Sales Charges (c) |
Contingent
Deferred
Sales Charges (CDSCs) (c) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (d) |
Minimum Initial Investment: See Eligibility above | |||||
Class
Inst2 |
Eligibility:
Available only to (i) certain registered investment advisers and family offices that clear Fund share transactions for their client or customer accounts through designated financial intermediaries and their mutual
fund trading platforms that have been granted specific written authorization from the Transfer Agent with respect to Class Inst2 eligibility apart from selling, servicing or similar agreements; (ii) omnibus retirement plans
(h)
; and (iii) institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Inst2 shares
for their own account through platforms approved by the Distributor or an affiliate thereof to offer and/or service Class Inst2 shares within such platform.
|
None | None | N/A | None |
Class
Inst3 |
Eligibility: Available to (i) group retirement plans that maintain plan-level or omnibus accounts with the Fund (h) ; (ii) institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Inst3 shares for their own account through platforms approved by the Distributor or an affiliate thereof to offer and/or service Class Inst3 shares within such platform; (iii) collective trust funds; (iv) affiliated or unaffiliated mutual funds (e.g., funds operating as funds-of-funds); (v) fee-based platforms of financial intermediaries (or the clearing intermediary they trade through) that have an agreement with the Distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Inst3 shares within such platform, provided also that Fund shares are held in an omnibus account; (vi) commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically | None | None | N/A | None |
22 | Prospectus 2018 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) |
Front-End
Sales Charges (c) |
Contingent
Deferred
Sales Charges (CDSCs) (c) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (d) |
authorizes
offering Class Inst3 shares within such platform and that Fund shares are held in an omnibus account; and (vii) bank trust departments, subject to an agreement with the Distributor that specifically authorizes offering Class Inst3 shares and
provided that Fund shares are held in an omnibus account. In each case above where noted that Fund shares are required to be held in an omnibus account, the Distributor may, in its discretion, determine to waive this requirement.
|
|||||
Class R |
Eligibility:
Available only to eligible retirement plans, health savings accounts and, in the sole discretion of the Distributor, other types of retirement accounts held through platforms maintained by financial intermediaries
approved by the Distributor
|
None | None | N/A |
Series
of CFST & CFST I:
distribution fee of 0.50%
|
Class T |
Eligibility
: Available to the general public (purchasing through a Class T Intermediary)
|
Per
Transaction
:
2.50% $499,999: 2.00% $999,999: 1.50% 1.00% |
None |
Waivers
: yes,
(i) on Fund distribution reinvestments; (ii) on exchanges of Class T shares of the Fund from, at the discretion of Class T Intermediaries, another class of shares of the same Fund held in accounts of Class T Intermediaries, provided that (a) the other share class may only be exchanged for Class T shares if your financial intermediary does not offer that other share class on the intermediary’s commission-based platform, and (b) unless waived in the Distributor’s discretion, shares of the class to be exchanged are held in a networked or omnibus account with the Fund; and (iii) on purchases within fee-based accounts, provided that the Class T Intermediary has |
Distribution and/or Service Fees : 0.25% |
Prospectus 2018 | 23 |
Share Class |
Eligible
Investors
(a)
;
Minimum Initial Investments (b) |
Front-End
Sales Charges (c) |
Contingent
Deferred
Sales Charges (CDSCs) (c) |
Sales
Charge
Reductions/Waivers |
Maximum
Distribution
and/or Service Fees (d) |
an
agreement with the Distributor that specifically authorizes offering Class T shares within the designated fee-based platform.
|
|||||
Class V |
Eligibility:
Generally closed to new investors
(h)
|
5.75% maximum, declining to 0.00% on investments of $1 million or more |
CDSC
on certain investments of between $1 million and $50 million redeemed within 18 months after purchase, charged as follows:
|
Reductions
: yes, see
Choosing a Share Class — Reductions/Waivers of Sales Charges – Class A and Class V Shares Front-End Sales Charge Reductions
|
Service Fee: up to 0.50% |
(a) | For Columbia Government Money Market Fund, new investments must be made in Class A, Class Inst, Class Inst3, Class R or Class T shares, subject to eligibility. Class C shares of Columbia Government Money Market Fund are available as a new investment only to investors in the Distributor's proprietary 401(k) products, provided that such investor is eligible to invest in the class and transact directly with the Fund or the Transfer Agent through a third party administrator or third party recordkeeper. Columbia Government Money Market Fund offers Class Inst2 shares only to facilitate exchanges with other Funds offering such share class. |
(b) | Certain share classes are subject to minimum account balance requirements, as described in Buying, Selling and Exchanging Shares — Transaction Rules and Policies. |
(c) | Actual front-end sales charges and CDSCs vary among the Funds. For more information on applicable sales charges, see Choosing a Share Class — Sales Charges and Commissions, and for information about certain exceptions to these sales charges, see Choosing a Share Class — Reductions/Waivers of Sales Charges. |
(d) | These are the maximum applicable distribution and/or service fees. Except for Class V shares, these fees are paid under the Fund’s Rule 12b-1 plan. Fee rates and fee components (i.e., the portion of a combined fee that is a distribution or service fee) may vary among Funds. Because these fees are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of distribution and/or service fees. Although Class A shares of certain series of CFST I are subject to a combined distribution and service fee of up to 0.35%, these Funds currently limit the combined fee to 0.25%. Columbia Government Money Market Fund pays a distribution and service fee of up to 0.10% on Class A shares and up to 0.75% distribution fee on Class C shares. Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund each pay a service fee of up to 0.20% on Class A and Class C shares. Columbia AMT-Free Intermediate Muni Bond Fund pays a distribution fee of up to 0.65% on Class C shares. For more information on distribution and service fees, see Choosing a Share Class — Distribution and Service Fees. |
(e) | For Columbia Short Term Municipal Bond Fund, a CDSC of 0.50% is charged on certain investments of $500,000 or more redeemed within 12 months after purchase. The following Funds are not subject to a front-end sales charge or a CDSC on Class A shares: Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund and Columbia U.S. Treasury Index Fund. |
(f) | If you are eligible to invest in Class A shares without a front-end sales charge, you should discuss your options with your financial intermediary. For more information, see Choosing a Share Class – Reductions/Waivers of Sales Charges. |
(g) | There is no CDSC on redemptions from Class C shares of Columbia Government Money Market Fund. |
(h) | These share classes are closed to new accounts, or closed to previously eligible investors, subject to certain conditions, as summarized below and described in more detail under Buying, Selling and Exchanging Shares — Buying Shares — Eligible Investors: |
24 | Prospectus 2018 |
Prospectus 2018 | 25 |
■ | depends on the amount you are investing (generally, the larger the investment, the smaller the percentage sales charge), and |
■ | is based on the total amount of your purchase and the value of your account (and any other accounts eligible for aggregation of which you or your financial intermediary notifies the Fund). |
26 | Prospectus 2018 |
Class A Shares — Front-End Sales Charge — Breakpoint Schedule* | ||||
Breakpoint Schedule For: |
Dollar
amount of
shares bought (a) |
Sales
charge as a % of the offering price (b) |
Sales
charge as a % of the net amount invested (b) |
Amount
retained by or paid to financial intermediaries as a % of the offering price |
Columbia
Absolute Return Currency and Income Fund,
Columbia Floating Rate Fund, Columbia Inflation Protected Securities Fund, Columbia Limited Duration Credit Fund, Columbia Mortgage Opportunities Fund, Columbia Quality Income Fund, and Columbia Total Return Bond Fund |
$ 0-$99,999 | 3.00% | 3.09% | 2.50% |
$100,000–$249,999 | 2.50% | 2.56% | 2.15% | |
$250,000–$499,999 | 2.00% | 2.04% | 1.75% | |
$500,000–$999,999 | 1.50% | 1.52% | 1.25% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Columbia Short Term Bond Fund | $ 0-$99,999 | 1.00% | 1.01% | 0.75% |
$100,000–$249,999 | 0.75% | 0.76% | 0.50% | |
$250,000–$999,999 | 0.50% | 0.50% | 0.40% | |
$ 1,000,000 or more | 0.00% | 0.00% | 0.00% (c) | |
Columbia Short Term Municipal Bond Fund | $ 0-$99,999 | 1.00% | 1.01% | 0.75% |
$100,000–$249,999 | 0.75% | 0.76% | 0.50% | |
$250,000–$499,999 | 0.50% | 0.50% | 0.40% | |
$ 500,000 or more | 0.00% | 0.00% | 0.00% (c) | |
* | The following Funds are not subject to a front-end sales charge or CDSC on Class A shares: Columbia Government Money Market Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Small Cap Index Fund and Columbia U.S. Treasury Index Fund. "Funds-of-Funds (equity)" includes Columbia Capital Allocation Aggressive Portfolio, Columbia Capital Allocation Moderate Aggressive Portfolio, Columbia Capital Allocation Moderate Conservative Portfolio, Columbia Capital Allocation Moderate Portfolio and Columbia Global Strategic Equity Fund . "Funds-of-Funds (fixed income)" includes Columbia Capital Allocation Conservative Portfolio and Columbia Income Builder Fund. Columbia Balanced Fund, Columbia Flexible Capital Income Fund and Columbia Global Opportunities Fund are treated as equity Funds for purposes of the table. |
(a) | Purchase amounts and account values may be aggregated among all eligible Fund accounts for the purposes of this table. See Choosing a Share Class — Reductions/Waivers of Sales Charges for a discussion of account value aggregation. |
(b) | Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. Purchase price includes the sales charge. |
(c) | For information regarding cumulative commissions paid to your financial intermediary when you buy $1 million or more of Class A shares of a Taxable Fund or $500,000 or more of Class A shares of a Tax-Exempt Fund, see Class A Shares — Commissions below. |
■ | If you purchased Class A shares of any Tax-Exempt Fund (other than Columbia Short Term Municipal Bond Fund and Columbia U.S. Social Bond Fund) without paying a front-end sales charge because your eligible accounts aggregated $500,000 or more at the time of purchase, you will incur a CDSC of 0.75% if you redeem those shares within 12 months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $500,000 or more will also be subject to a CDSC of 0.75% if you redeem those shares within 12 months after purchase. |
■ | If you purchased Class A shares of Columbia Short Term Municipal Bond Fund without paying a front-end sales charge because your eligible accounts aggregated $500,000 or more at the time of purchase, you will incur a |
Prospectus 2018 | 27 |
CDSC of 0.50% if you redeem those shares within 12 months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $500,000 or more will also be subject to a CDSC of 0.50% if you redeem those shares within 12 months after purchase. |
■ | If you purchased Class A shares of Columbia U.S. Social Bond Fund without paying a front-end sales charge because your eligible accounts aggregated $500,000 or more at the time of purchase, you will incur a CDSC of 0.75% if you redeem those shares within 12 months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $500,000 or more will also be subject to a CDSC of 0.75% if you redeem those shares within 12 months after purchase. |
■ | If you purchased Class A shares of any Taxable Fund without paying a front-end sales charge because your eligible accounts aggregated between $1 million and $50 million at the time of purchase, you will incur a CDSC if you redeem those shares within 18 months after purchase, which is charged as follows: 1.00% CDSC if shares are redeemed within 12 months after purchase; and 0.50% CDSC if shares are redeemed more than 12, but less than 18, months after purchase. Subsequent Class A share purchases that bring your aggregate account value to $1 million or more (but less than $50 million) will also be subject to a CDSC if you redeem them within 18 months after purchase as described in the previous sentence. |
Class A Shares of Tax-Exempt Funds — Commission Schedule (Paid by the Distributor to Financial Intermediaries) | |
Purchase Amount |
Commission
Level*
(as a % of net asset value per share) |
$500,000 – $3,999,999 | 0.75%** |
$4 million – $19,999,999 | 0.50% |
$20 million or more | 0.25% |
* | The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 0.75% on the first $3,999,999 and 0.50% on the balance. |
** | The commission level on purchases of Class A shares of Columbia Short Term Municipal Bond Fund is: 0.50% on purchases of $500,000 to $19,999,999 and 0.25% on purchases of $20 million or more. |
* | Not applicable to Funds that do not assess a front-end sales charge. |
** | The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 1.00% on the first $2,999,999 and 0.50% on the balance. |
28 | Prospectus 2018 |
Prospectus 2018 | 29 |
(a) | Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. Purchase price includes the sales charge. |
■ | depends on the amount you are investing (generally, the larger the investment, the smaller the percentage sales charge), and |
■ | is based on the total amount of your purchase and the value of your account (and any other accounts eligible for aggregation of which you notify your financial intermediary or, in the case of Direct-at-Fund Accounts (as defined below), you notify the Fund). |
(a) | Purchase amounts and account values are aggregated among all eligible Fund accounts for the purposes of this table. |
(b) | Because the offering price is calculated to two decimal places, the dollar amount of the sales charge as a percentage of the offering price and your net amount invested for any particular purchase of Fund shares may be higher or lower depending on whether downward or upward rounding was required during the calculation process. |
(c) | For more information regarding cumulative commissions paid to your financial intermediary when you buy $1 million or more of Class V shares, see Class V Shares — Commissions below. |
■ | If you purchased Class V shares without a front-end sales charge because your eligible accounts aggregated between $1 million and $50 million at the time of purchase, you will incur a CDSC if you redeem those shares within 18 months after purchase, which is charged as follows: 1.00% CDSC if shares are redeemed within 12 months after purchase, and 0.50% CDSC if shares are redeemed more than 12, but less than 18, months after purchase. |
30 | Prospectus 2018 |
■ | Subsequent Class V share purchases that bring your aggregate account value to $1 million or more (but less than $50 million) will also be subject to a CDSC if you redeem them within the time periods noted above. |
Class V Shares — Commission Schedule (Paid by the Distributor to Financial Intermediaries) | |
Purchase
Amount |
Commission
Level*
(as a % of net asset value per share) |
$1 million – $2,999,999 | 1.00% |
$3 million – $49,999,999 | 0.50% |
$50 million or more | 0.25% |
* | The commission level applies to the applicable asset level; therefore, for example, for a purchase of $5 million, the Distributor would pay a commission of 1.00% on the first $2,999,999 and 0.50% on the balance. |
Prospectus 2018 | 31 |
32 | Prospectus 2018 |
Prospectus 2018 | 33 |
Repurchases (Reinstatements) | |
Redeemed Share Class | Corresponding Repurchase Class |
Class A | Class A |
Class C | Class C |
Class V | Class V |
34 | Prospectus 2018 |
(a) | The maximum distribution and service fees of Class A shares varies among the Funds, as shown in the table below: |
Funds |
Maximum
Class A Distribution Fee |
Maximum
Class A Service Fee |
Maximum
Class A Combined Total |
Series
of CFST and CFST II (other than Columbia
Government Money Market Fund) |
— | — |
0.25%;
these Funds pay a
combined distribution and service fee |
Columbia Government Money Market Fund | — | — | 0.10% |
Columbia AMT-Free Oregon Intermediate Muni Bond Fund, Columbia Balanced Fund, Columbia Contrarian Core Fund, Columbia Disciplined Small Core Fund, Columbia Dividend Income Fund, Columbia Global Technology Growth Fund, Columbia Large Cap Growth Fund, Columbia Mid Cap Growth Fund, Columbia Real Estate Equity Fund, Columbia Small Cap Growth Fund I, Columbia Total Return Bond Fund | up to 0.10% | up to 0.25% |
up
to 0.35%; these Funds may
pay distribution and service fees up to a maximum of 0.35% of their average daily net assets attributable to Class A shares (comprised of up to 0.10% for distribution services and up to 0.25% for shareholder liaison services) but currently limit such fees to an aggregate fee of not more than 0.25% for Class A shares |
Prospectus 2018 | 35 |
Funds |
Maximum
Class A Distribution Fee |
Maximum
Class A Service Fee |
Maximum
Class A Combined Total |
Columbia Adaptive Risk Allocation Fund, Columbia Alternative Beta Fund, Columbia AMT-Free Connecticut Intermediate Muni Bond Fund, Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund, Columbia AMT-Free New York Intermediate Muni Bond Fund, Columbia Bond Fund, Columbia Corporate Income Fund, Columbia Diversified Absolute Return Fund, Columbia Diversified Real Return Fund, Columbia Emerging Markets Fund, Columbia Global Dividend Opportunity Fund, Columbia Global Energy and Natural Resources Fund, Columbia Greater China Fund, Columbia Multi-Asset Income Fund, Columbia Pacific/Asia Fund, Columbia Select Large Cap Growth Fund, Columbia Small Cap Value Fund I, Columbia Strategic California Municipal Income Fund, Columbia Strategic Income Fund, Columbia Strategic New York Municipal Income Fund, Columbia U.S. Social Bond Fund, Columbia U.S. Treasury Index Fund | — | 0.25% | 0.25% |
Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund, Columbia Tax-Exempt Fund | — | 0.20% | 0.20% |
(b) | The service fees for Class A and Class C shares of certain Funds vary. The annual service fee for Class A and Class C shares of Columbia AMT-Free Intermediate Muni Bond Fund, Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund may equal up to 0.20% of the average daily NAV of all shares of such Fund class. The annual distribution fee for Class C shares for Columbia AMT-Free Intermediate Muni Bond Fund shall be 0.65% of the average daily net assets of the Fund's Class C shares. The Distributor has voluntarily agreed to waive the service fee for Class A and Class C shares of Columbia U.S. Treasury Index Fund so that the service fee does not exceed 0.15% annually. This arrangement may be modified or terminated by the Distributor at any time. |
(c) | Fee amounts noted apply to all Funds other than Columbia Government Money Market Fund, which, for each of Class A and Class T shares, pays distribution and service fees of 0.10%, and for Class C shares pays distribution fees of 0.75%. The Distributor has currently agreed not to be reimbursed by the Fund for 0.25% of the 0.50% fee for Class R shares of Columbia Government Money Market Fund. The Distributor has voluntarily agreed to waive the Rule 12b-1 fees it receives from Class A, Class C, Class R and Class T shares of Columbia Government Money Market Fund. This arrangement may be modified or terminated by the Distributor at any time. Compensation paid to financial intermediaries may be suspended to the extent of the Distributor's waiver of the Rule 12b-1 fees on these specific share classes of these Funds. |
(d) | The Distributor has voluntarily agreed to waive a portion of the distribution fee for Class C shares of the following Funds so that the distribution fee does not exceed the specified percentage annually: 0.45% for Columbia AMT-Free Connecticut Intermediate Muni Bond Fund, Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund, Columbia AMT-Free New York Intermediate Muni Bond Fund, Columbia AMT-Free Oregon Intermediate Muni Bond Fund, Columbia Strategic California Municipal Income Fund and Columbia Strategic New York Municipal Income Fund; 0.60% for Columbia Corporate Income Fund and Columbia Short Term Bond Fund; 0.65% for Columbia High Yield Municipal Fund and Columbia Tax-Exempt Fund; and 0.70% for Columbia U.S. Treasury Index Fund. These arrangements may be modified or terminated by the Distributor at any time. |
(e) | Class R shares of series of CFST and CFST I pay a distribution fee pursuant to a Rule 12b-1 plan for Class R shares. The Funds do not have a shareholder service plan for Class R shares. Series of CFST II have a distribution and shareholder service plan for Class R shares, which, prior to the close of business on September 3, 2010, were known as Class R2 shares. For Class R shares of series of CFST II, the maximum fee under the plan reimbursed for distribution expenses is equal on an annual basis to 0.50% of the average daily net assets of the Fund attributable to Class R shares. Of that amount, up to 0.25% may be reimbursed for shareholder service expenses. |
(f) | The combined distribution fee and service fee for Class T shares of series of CFST and CFST I shall not exceed 0.25%. Class T shares of series of CFST II pay a combined distribution and service fee of 0.25%. |
(g) | The shareholder servicing fees for Class V shares are up to 0.50% of average daily net assets attributable to Class V shares for equity Funds and 0.40% for fixed income Funds. In general, the Funds currently limit such fees to a maximum of 0.25% for equity Funds and 0.15% for fixed-income Funds. These fees for Class V shares are not paid pursuant to a Rule 12b-1 plan. See Class V Shareholder Service Fees below for more information. |
36 | Prospectus 2018 |
Prospectus 2018 | 37 |
38 | Prospectus 2018 |
Prospectus 2018 | 39 |
40 | Prospectus 2018 |
Minimum Account Balance | |
Minimum
Account Balance |
|
For all classes and account types except those listed below |
$250
(None for accounts with
Systematic Investment Plans) |
Individual Retirement Accounts for all classes except those listed below | None |
Class Adv, Class Inst2, Class Inst3 and Class R | None |
Prospectus 2018 | 41 |
42 | Prospectus 2018 |
■ | negative impact on the Fund's performance; |
■ | potential dilution of the value of the Fund's shares; |
■ | interference with the efficient management of the Fund's portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold; |
■ | losses on the sale of investments resulting from the need to sell securities at less favorable prices; |
Prospectus 2018 | 43 |
■ | increased taxable gains to the Fund's remaining shareholders resulting from the need to sell securities to meet sell orders; and |
■ | increased brokerage and administrative costs. |
44 | Prospectus 2018 |
Prospectus 2018 | 45 |
46 | Prospectus 2018 |
Prospectus 2018 | 47 |
48 | Prospectus 2018 |
Minimum Initial Investments | ||
Minimum
Initial Investment (a) |
Minimum
Initial Investment for Accounts with Systematic Investment Plans |
|
For all classes and account types except those listed below | $2,000 | $100 (b) |
Individual Retirement Accounts for all classes except those listed below | $1,000 | $100 (c) |
Group retirement plans | None | N/A |
Class Adv and Class Inst | $0, $1,000 or $2,000 (d) | $100 (d) |
Class Inst2 and Class R | None | N/A |
Class Inst3 | $0, $1,000, $2,000 or $1 million (e) | $100 (e) |
(a) | If your Class A, Class Adv, Class C, Class Inst, Class Inst3 or Class V shares account balance falls below the minimum initial investment amount for any reason, including a market decline, you may be asked to increase it to the minimum initial investment amount or establish a monthly Systematic Investment Plan. If you do not do so, your account will be subject to a $20 annual low balance fee and/or shares may be automatically redeemed and the proceeds mailed to you if the account falls below the minimum account balance. See Buying, Selling and Exchanging Shares — Transaction Rules and Policies above. There is no minimum initial investment in Class A shares for accounts held in an omnibus account on a mutual fund only platform offered through your financial intermediary. |
(b) | Columbia Government Money Market Fund — $2,000 |
(c) | Columbia Government Money Market Fund — $1,000 |
(d) | The minimum initial investment in Class Adv shares is $2,000 ($1,000 for IRAs; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customers, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Adv shares within such platform; for all other eligible Class Adv share investors (see Buying Shares – Eligible Investors – Class Adv Shares above), there is no minimum initial investment. The minimum initial investment amount for Class Inst shares is $0, $1,000 or $2,000 depending upon the category of eligible investor. See — Class Inst Shares Minimum Initial Investments below. The minimum initial investment amount for systematic investment plan accounts is the same as the amount set forth in the first two rows of the table, as applicable. |
(e) | There is no minimum initial investment in Class Inst3 shares for: group retirement plans that maintain plan-level or omnibus accounts with the Fund; collective trust funds; affiliated or unaffiliated mutual funds (e.g., funds operating as funds-of-funds); and fee-based platforms of financial |
Prospectus 2018 | 49 |
intermediaries (or the clearing intermediary that they trade through) that have an agreement with the Distributor or an affiliate thereof that specifically authorizes the financial intermediary to offer and/or service Class Inst3 shares within such platform and Fund shares are held in an omnibus account. The minimum initial investment in Class Inst3 shares is $2,000 ($1,000 for IRAs; $100 for systematic investment plan accounts) for commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst3 shares within such platform and Fund shares are held in an omnibus account. The minimum initial investment in Class Inst3 shares is $1 million, unless waived in the discretion of the Distributor, for the following investors: institutional investors that are clients of the Columbia Threadneedle Global Institutional Distribution Team that invest in Class Inst3 shares for their own account through platforms approved by the Distributor or an affiliate thereof to offer and/or service Class Inst3 shares within such platform; and bank trust departments, subject to an agreement with the Distributor that specifically authorizes offering Class Inst3 shares and provided that Fund shares are held in an omnibus account. The Distributor may, in its discretion, waive the $1 million minimum initial investment required for these Class Inst3 investors. In each case above where noted that Fund shares are required to be held in an omnibus account, the Distributor may, in its discretion, determine to waive this requirement. |
■ | Any health savings account sponsored by a third party platform. |
■ | Any investor participating in an account sponsored by a financial intermediary or other entity (that provides services to the account) that is paid a fee-based advisory fee by the investor and that is not compensated by the Fund for those services, other than payments for shareholder servicing or sub-accounting performed in place of the Transfer Agent. |
■ | Individual retirement accounts (IRAs) on commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares, provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst shares within such platform. |
■ | Any current employee of Columbia Management Investment Advisers LLC, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address are eligible to invest in Class Inst shares through an individual retirement account (IRA). If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Inst shares. If Class Inst shares are not available at your financial intermediary, you may consider opening a Direct-at-Fund Account. It is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts) the Transfer Agent that you qualify for Class Inst shares; be prepared to provide proof thereof. |
■ | Investors (except investors in individual retirement accounts (IRAs)) who purchase Fund shares through commissionable brokerage platforms where the financial intermediary holds the shares in an omnibus account and, acting as broker on behalf of its customer, charges the customer a commission for effecting transactions in Fund shares provided that the financial intermediary has an agreement with the Distributor that specifically authorizes offering Class Inst shares within such platform. |
■ | Any current employee of Columbia Management Investment Advisers LLC, the Distributor or the Transfer Agent and immediate family members of any of the foregoing who share the same address are eligible to invest in Class Inst shares (other than individual retirement accounts (IRAs), for which the minimum initial investment is $1,000). If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Inst shares. If Class Inst shares are not available |
50 | Prospectus 2018 |
at your financial intermediary, you may consider opening a Direct-at-Fund Account. It is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts) the Transfer Agent that you qualify for Class Inst shares; be prepared to provide proof thereof. |
■ | Certain financial institutions and intermediaries, such as insurance companies, trust companies, banks, endowments, investment companies or foundations, buying shares for their own account, including Ameriprise Financial and its affiliates and/or subsidiaries. |
■ | Bank trust departments that assess their clients an asset-based fee. |
■ | Certain other investors as set forth in more detail in the SAI. |
■ | Once the Transfer Agent or your financial intermediary receives your purchase order in “good form,” your purchase will be made at the Fund’s next calculated public offering price per share, which is the NAV per share plus any sales charge that applies (i.e., the trade date). |
■ | Once the Fund receives your purchase request in “good form,” you cannot cancel it after the market closes. |
■ | You generally buy Class A, Class T and Class V shares at the public offering price per share because purchases of these share classes are generally subject to a front-end sales charge. |
■ | You buy Class Adv, Class C, Class Inst, Class Inst2, Class Inst3 and Class R shares at NAV per share because no front-end sales charge applies to purchases of these share classes. |
■ | The Distributor and the Transfer Agent reserve the right to cancel your order if the Fund does not receive payment within two business days of receiving your purchase order. The Fund will return any payment received for orders that have been cancelled, but no interest will be paid on that money. |
■ | Financial intermediaries are responsible for sending your purchase orders to the Transfer Agent and ensuring that the Fund receives your money on time. |
■ | Shares purchased are recorded on the books of the Fund. The Fund does not issue certificates. |
Prospectus 2018 | 51 |
52 | Prospectus 2018 |
■ | Once the Transfer Agent or your financial intermediary receives your redemption order in “good form,” your shares will be sold at the Fund’s next calculated NAV per share (i.e., the trade date). Any applicable CDSC will be deducted from the amount you're selling and the balance will be remitted to you. |
■ | Once the Fund receives your redemption request in “good form,” you cannot cancel it after the market closes. |
■ | If you sell your shares that are held in a Direct-at-Fund Account, we will normally send the redemption proceeds by mail or electronically transfer them to your bank account the next business day after the trade date. Note that your bank may take up to three business days to post an electronic funds transfer from your account. |
■ | If you sell your shares through a financial intermediary, the Funds will normally send the redemption proceeds to your financial intermediary within two business days after the trade date. |
■ | No interest will be paid on uncashed redemption checks. |
■ | Other restrictions may apply to retirement accounts. For information about these restrictions, contact your retirement plan administrator. |
■ | For broker-dealer and wrap fee accounts: The Fund reserves the right to redeem your shares if your account falls below the Fund's minimum initial investment requirement. The Fund will notify your broker-dealer prior to redeeming shares, and will provide details on how to avoid such redemption. |
■ | Also keep in mind the Funds' Small Account Policy, which is described above in Buying, Selling and Exchanging Shares — Transaction Rules and Policies. |
Prospectus 2018 | 53 |
■ | Exchanges are made at the NAV next calculated (plus any applicable sales charge) after your exchange order is received in “good form” (i.e., the trade date). |
■ | Once the Fund receives your exchange request in “good form,” you cannot cancel it after the market closes. |
■ | The rules for buying shares of a Fund generally apply to exchanges into that Fund, including, if your exchange creates a new Fund account, it must satisfy the minimum investment amount, unless a waiver applies. |
■ | Shares of the purchased Fund may not be used on the same day for another exchange or sale. |
■ | If you exchange shares from Class A shares of Columbia Government Money Market Fund to a non-money market Fund, any further exchanges must be between shares of the same class. For example, if you exchange from Class A shares of Columbia Government Money Market Fund into Class C shares of a non-money market Fund, you may not exchange from Class C shares of that non-money market Fund back to Class A shares of Columbia Government Money Market Fund or Class A shares of any other Fund. |
■ | A sales charge may apply when you exchange shares of a Fund that were not assessed a sales charge at the time you purchased such shares. For example, if you invest in Columbia Government Money Market Fund (or any other Fund that does not impose a front-end sales charge) and then you exchange into a non-money market Fund, your transaction is subject to a front-end sales charge if you exchange into Class A shares and to a CDSC if you exchange into Class C shares of the Funds. |
■ | If you purchased Class A shares of a non-money market Fund (and paid any applicable sales charge) and you then exchange those shares into Columbia Government Money Market Fund, you may exchange that amount to Class A of another Fund, including dividends earned on that amount, without paying a sales charge. |
■ | If your shares are subject to a CDSC, you will not be charged a CDSC upon the exchange of those shares. Any CDSC will be deducted when you sell the shares you received from the exchange. The CDSC imposed at that time will be based on the period that begins when you bought shares of the original Fund and ends when you sell the shares of the Fund you received from the exchange. Any applicable CDSC charged will be the CDSC of the original Fund. |
54 | Prospectus 2018 |
■ | You may make exchanges only into a Fund that is legally offered and sold in your state of residence. Contact the Transfer Agent or your financial intermediary for more information. |
■ | You generally may make an exchange only into a Fund that is accepting investments. |
■ | The Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation). |
■ | Unless your account is part of a tax-advantaged arrangement, an exchange for shares of another Fund is a taxable event, and you may recognize a gain or loss for tax purposes. |
■ | Changing your investment to a different Fund will be treated as a sale and purchase, and you will be subject to applicable taxes on the sale and sales charges on the purchase of the new Fund. |
■ | Class Inst shares of a Fund may be exchanged for Class A or Class Inst shares of another Fund. In certain circumstances, the front-end sales charge applicable to Class A shares may be waived on exchanges of Class Inst shares for Class A shares. See Buying, Selling and Exchanging Shares — Buying Shares — Eligible Investors — Class Inst Shares for details. |
■ | You may generally exchange Class V shares of a Fund for Class A shares of another Fund if the other Fund does not offer Class V shares. Class V shares exchanged into Class A shares cannot be exchanged back into Class V shares. |
Prospectus 2018 | 55 |
■ | It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks. |
■ | A mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term). |
Declaration and Distribution Schedule | |
Declarations | Quarterly |
Distributions | Quarterly |
56 | Prospectus 2018 |
■ | The Fund intends to qualify and to be eligible for treatment each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund's failure to qualify for treatment as a regulated investment company would result in Fund-level taxation, and consequently, a reduction in income available for distribution to you and in the NAV of your shares. Even if the Fund qualifies for treatment as a regulated investment company, the Fund may be subject to federal excise tax on certain undistributed income or gains. |
■ | Otherwise taxable distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares. Dividends paid in January are deemed paid on December 31 of the prior year if the dividend was declared and payable to shareholders of record in October, November, or December of such prior year. |
■ | Distributions of the Fund's ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Fund's net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Fund has owned the investments that generated them, rather than how long you have owned your shares. |
■ | From time to time, a distribution from the Fund could constitute a return of capital, which is not taxable to you so long as the amount of the distribution does not exceed your tax basis in your Fund shares. A return of capital reduces your tax basis in your Fund shares, with any amounts exceeding such basis generally taxable as capital gain. |
■ | If you are an individual and you meet certain holding period and other requirements for your Fund shares, a portion of your distributions may be treated as “qualified dividend income” taxable at the lower net long-term capital gain rates instead of the higher ordinary income rates. Qualified dividend income is income attributable to the Fund's dividends received from certain U.S. and foreign corporations, as long as the Fund meets certain holding period and other requirements for the stock producing such dividends. |
■ | Certain high-income individuals (as well as estates and trusts) are subject to a 3.8% tax on net investment income. For individuals, the 3.8% tax applies to the lesser of (1) the amount (if any) by which the taxpayer's modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer's “net investment income.” |
Net investment income generally includes for this purpose dividends, including any capital gain dividends, paid by the Fund, and net gains recognized on the sale, redemption or exchange of shares of the Fund. |
■ | Certain derivative instruments when held in the Fund's portfolio subject the Fund to special tax rules, the effect of which may be to, among other things, accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund portfolio securities, or convert capital gains into ordinary income, short-term capital losses into long-term capital losses or long-term capital gains into short-term capital gains. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. |
■ | Generally, a Fund realizes a capital gain or loss on an option when the option expires, or when it is exercised, sold or otherwise terminated. However, if an option is a “section 1256 contract,” which includes most traded options on a broad-based index, and the Fund holds such option at the end of its taxable year, the Fund is deemed to sell such option at fair market value at such time and recognize any gain or loss thereon, which is generally deemed to be 60% long-term and 40% short-term capital gain or loss, as described further in the SAI. |
■ | Income and proceeds received by the Fund from sources within foreign countries may be subject to foreign taxes. If at the end of the taxable year more than 50% of the value of the Fund's assets consists of securities of foreign corporations, and the Fund makes a special election, you will generally be required to include in your income for |
Prospectus 2018 | 57 |
U.S. federal income tax purposes your share of the qualifying foreign income taxes paid by the Fund in respect of its foreign portfolio securities. You may be able to claim a foreign tax credit or deduction in respect of this amount, subject to certain limitations. There is no assurance that the Fund will make this election for a taxable year, even if it is eligible to do so. |
■ | A sale, redemption or exchange of Fund shares is a taxable event. This includes redemptions where you are paid in securities. Your sales, redemptions and exchanges of Fund shares (including those paid in securities) usually will result in a taxable capital gain or loss to you, equal to the difference between the amount you receive for your shares (or are deemed to have received in the case of exchanges) and your adjusted tax basis in the shares, which is generally the amount you paid (or are deemed to have paid in the case of exchanges) for them. Any such capital gain or loss generally will be long-term capital gain or loss if you have held your Fund shares for more than one year at the time of sale or exchange. In certain circumstances, capital losses may be converted from short-term to long-term; in other circumstances, capital losses may be disallowed under the “wash sale” rules. |
■ | For sales, redemptions and exchanges of shares that were acquired in a non-qualified account after 2011, the Fund generally is required to report to shareholders and the Internal Revenue Service (IRS) cost basis information with respect to those shares. The Fund uses average cost basis as its default method of calculating cost basis. For more information regarding average cost basis reporting, other available cost basis methods, and selecting or changing to a different cost basis method, please see the SAI, columbiathreadneedle.com/us, or contact the Fund at 800.345.6611. If you hold Fund shares through a financial intermediary (e.g., a brokerage firm), you should contact your financial intermediary to learn about its cost basis reporting default method and the reporting elections available to your account. |
■ | The Fund is required by federal law to withhold tax on any taxable or tax-exempt distributions and redemption proceeds paid to you (including amounts paid to you in securities and amounts deemed to be paid to you upon an exchange of shares) if: you have not provided a correct TIN or have not certified to the Fund that withholding does not apply, the IRS has notified us that the TIN listed on your account is incorrect according to its records, or the IRS informs the Fund that you are otherwise subject to backup withholding. |
58 | Prospectus 2018 |
Prospectus 2018 | 59 |
Year ended |
Net
asset value,
beginning of period |
Net
investment income |
Net
realized and unrealized gain (loss) |
Total
from
investment operations |
Distributions
from net investment income |
Distributions
from net realized gains |
Class A | ||||||
12/31/2017 | $15.37 | 0.22 | 0.56 | 0.78 | (0.22) | (1.91) |
12/31/2016 | $15.30 | 0.22 | 0.54 | 0.76 | (0.23) | (0.46) |
12/31/2015 | $15.95 | 0.21 | 0.42 | 0.63 | (0.21) | (1.07) |
12/31/2014 | $12.98 | 0.20 | 3.54 | 3.74 | (0.20) | (0.57) |
12/31/2013 | $14.35 | 0.16 | (0.20) | (0.04) | (0.17) | (1.16) |
Advisor Class (d) | ||||||
12/31/2017 | $15.65 | 0.29 | 0.55 | 0.84 | (0.26) | (1.91) |
12/31/2016 | $15.56 | 0.30 | 0.52 | 0.82 | (0.27) | (0.46) |
12/31/2015 | $16.20 | 0.31 | 0.36 | 0.67 | (0.24) | (1.07) |
12/31/2014 | $13.18 | 0.25 | 3.57 | 3.82 | (0.23) | (0.57) |
12/31/2013 | $14.56 | 0.25 | (0.25) | 0.00 (e) | (0.22) | (1.16) |
Class C | ||||||
12/31/2017 | $15.37 | 0.11 | 0.56 | 0.67 | (0.11) | (1.91) |
12/31/2016 | $15.30 | 0.11 | 0.53 | 0.64 | (0.11) | (0.46) |
12/31/2015 | $15.95 | 0.09 | 0.42 | 0.51 | (0.09) | (1.07) |
12/31/2014 | $12.98 | 0.09 | 3.54 | 3.63 | (0.09) | (0.57) |
12/31/2013 | $14.34 | 0.04 | (0.18) | (0.14) | (0.06) | (1.16) |
Institutional Class (f) | ||||||
12/31/2017 | $15.40 | 0.25 | 0.57 | 0.82 | (0.26) | (1.91) |
12/31/2016 | $15.33 | 0.26 | 0.54 | 0.80 | (0.27) | (0.46) |
12/31/2015 | $15.98 | 0.24 | 0.43 | 0.67 | (0.25) | (1.07) |
12/31/2014 | $13.00 | 0.24 | 3.54 | 3.78 | (0.23) | (0.57) |
12/31/2013 | $14.37 | 0.19 | (0.19) | 0.00 (e) | (0.21) | (1.16) |
Institutional 2 Class (g) | ||||||
12/31/2017 | $15.36 | 0.29 | 0.56 | 0.85 | (0.29) | (1.91) |
12/31/2016 | $15.29 | 0.29 | 0.53 | 0.82 | (0.29) | (0.46) |
12/31/2015 | $15.94 | 0.31 | 0.38 | 0.69 | (0.27) | (1.07) |
12/31/2014 | $12.98 | 0.11 | 3.68 | 3.79 | (0.26) | (0.57) |
12/31/2013 | $14.35 | 0.31 | (0.29) | 0.02 | (0.23) | (1.16) |
Institutional 3 Class (h) | ||||||
12/31/2017 (i) | $15.97 | 0.28 | 0.10 | 0.38 | (0.29) | (1.91) |
Class K | ||||||
12/31/2017 | $15.42 | 0.25 | 0.56 | 0.81 | (0.25) | (1.91) |
12/31/2016 | $15.34 | 0.25 | 0.54 | 0.79 | (0.25) | (0.46) |
12/31/2015 | $15.99 | 0.23 | 0.42 | 0.65 | (0.23) | (1.07) |
12/31/2014 | $13.02 | 0.22 | 3.54 | 3.76 | (0.22) | (0.57) |
12/31/2013 | $14.38 | 0.19 | (0.19) | 0.00 (e) | (0.20) | (1.16) |
60 | Prospectus 2018 |
Total
distributions to shareholders |
Net
asset value, end of period |
Total
return |
Total
gross
expense ratio to average net assets (a) |
Total
net
expense ratio to average net assets (a), (b) |
Net
investment
income ratio to average net assets |
Portfolio
turnover |
Net
assets, end of period (000's) |
(2.13) | $14.02 | 5.07% | 1.28% | 1.28% (c) | 1.41% | 27% | $84,557 |
(0.69) | $15.37 | 4.99% | 1.24% | 1.24% (c) | 1.43% | 36% | $115,826 |
(1.28) | $15.30 | 4.32% | 1.25% | 1.25% (c) | 1.33% | 32% | $123,136 |
(0.77) | $15.95 | 29.08% | 1.24% | 1.24% (c) | 1.38% | 35% | $131,148 |
(1.33) | $12.98 | (0.37%) | 1.28% | 1.28% (c) | 1.07% | 80% | $105,995 |
(2.17) | $14.32 | 5.37% | 1.04% | 1.04% (c) | 1.85% | 27% | $539 |
(0.73) | $15.65 | 5.28% | 1.00% | 1.00% (c) | 1.86% | 36% | $428 |
(1.31) | $15.56 | 4.56% | 1.00% | 1.00% (c) | 1.98% | 32% | $363 |
(0.80) | $16.20 | 29.31% | 1.00% | 0.99% (c) | 1.71% | 35% | $95 |
(1.38) | $13.18 | (0.09%) | 1.04% | 1.04% (c) | 1.74% | 80% | $17 |
(2.02) | $14.02 | 4.28% | 2.03% | 2.03% (c) | 0.68% | 27% | $13,222 |
(0.57) | $15.37 | 4.21% | 1.99% | 1.99% (c) | 0.68% | 36% | $16,965 |
(1.16) | $15.30 | 3.53% | 2.00% | 2.00% (c) | 0.56% | 32% | $18,523 |
(0.66) | $15.95 | 28.13% | 1.99% | 1.99% (c) | 0.62% | 35% | $21,155 |
(1.22) | $12.98 | (1.08%) | 2.03% | 2.03% (c) | 0.30% | 80% | $18,045 |
(2.17) | $14.05 | 5.32% | 1.03% | 1.03% (c) | 1.60% | 27% | $167,023 |
(0.73) | $15.40 | 5.23% | 0.99% | 0.99% (c) | 1.68% | 36% | $301,531 |
(1.32) | $15.33 | 4.57% | 1.00% | 1.00% (c) | 1.56% | 32% | $319,237 |
(0.80) | $15.98 | 29.43% | 0.99% | 0.99% (c) | 1.63% | 35% | $359,305 |
(1.37) | $13.00 | (0.10%) | 1.03% | 1.03% (c) | 1.26% | 80% | $289,448 |
(2.20) | $14.01 | 5.48% | 0.89% | 0.89% | 1.89% | 27% | $8,368 |
(0.75) | $15.36 | 5.39% | 0.85% | 0.85% | 1.86% | 36% | $8,580 |
(1.34) | $15.29 | 4.74% | 0.85% | 0.85% | 2.05% | 32% | $7,102 |
(0.83) | $15.94 | 29.50% | 0.85% | 0.85% | 0.82% | 35% | $157 |
(1.39) | $12.98 | 0.09% | 0.86% | 0.86% | 2.21% | 80% | $1,739 |
(2.20) | $14.15 | 2.38% | 0.84% (j) | 0.84% (j) | 2.13% (j) | 27% | $66,446 |
(2.16) | $14.07 | 5.20% | 1.14% | 1.14% | 1.61% | 27% | $48 |
(0.71) | $15.42 | 5.18% | 1.10% | 1.10% | 1.60% | 36% | $54 |
(1.30) | $15.34 | 4.46% | 1.10% | 1.10% | 1.48% | 32% | $52 |
(0.79) | $15.99 | 29.17% | 1.10% | 1.10% | 1.50% | 35% | $58 |
(1.36) | $13.02 | (0.10%) | 1.10% | 1.10% | 1.26% | 80% | $72 |
Prospectus 2018 | 61 |
Year ended |
Net
asset value,
beginning of period |
Net
investment income |
Net
realized and unrealized gain (loss) |
Total
from
investment operations |
Distributions
from net investment income |
Distributions
from net realized gains |
Class R | ||||||
12/31/2017 | $15.36 | 0.19 | 0.56 | 0.75 | (0.19) | (1.91) |
12/31/2016 | $15.29 | 0.19 | 0.53 | 0.72 | (0.19) | (0.46) |
12/31/2015 | $15.94 | 0.17 | 0.42 | 0.59 | (0.17) | (1.07) |
12/31/2014 | $12.97 | 0.17 | 3.53 | 3.70 | (0.16) | (0.57) |
12/31/2013 | $14.34 | 0.13 | (0.21) | (0.08) | (0.13) | (1.16) |
Class T (k) | ||||||
12/31/2017 | $15.38 | 0.22 | 0.56 | 0.78 | (0.22) | (1.91) |
12/31/2016 | $15.31 | 0.22 | 0.54 | 0.76 | (0.23) | (0.46) |
12/31/2015 | $15.96 | 0.20 | 0.43 | 0.63 | (0.21) | (1.07) |
12/31/2014 | $12.99 | 0.18 | 3.56 | 3.74 | (0.20) | (0.57) |
12/31/2013 | $14.36 | 0.12 | (0.16) | (0.04) | (0.17) | (1.16) |
Notes to Financial Highlights | |
(a) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund's reported expense ratios. |
(b) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(c) | The benefits derived from expense reductions had an impact of less than 0.01%. |
(d) | Prior to November 1, 2017, Advisor Class shares were known as Class R4 shares. |
(e) | Rounds to zero. |
(f) | Prior to November 1, 2017, Institutional Class shares were known as Class Z shares. |
(g) | Prior to November 1, 2017, Institutional 2 Class shares were known as Class R5 shares. |
(h) | Prior to November 1, 2017, Institutional 3 Class shares were known as Class Y shares. |
(i) | Institutional 3 Class shares commenced operations on March 1, 2017. Per share data and total return reflect activity from that date. |
(j) | Annualized. |
(k) | Prior to March 27, 2017, Class T shares were known as Class W shares. |
62 | Prospectus 2018 |
Total
distributions to shareholders |
Net
asset value, end of period |
Total
return |
Total
gross
expense ratio to average net assets (a) |
Total
net
expense ratio to average net assets (a), (b) |
Net
investment
income ratio to average net assets |
Portfolio
turnover |
Net
assets, end of period (000's) |
(2.10) | $14.01 | 4.81% | 1.53% | 1.53% (c) | 1.22% | 27% | $6,735 |
(0.65) | $15.36 | 4.73% | 1.49% | 1.49% (c) | 1.21% | 36% | $8,557 |
(1.24) | $15.29 | 4.06% | 1.50% | 1.50% (c) | 1.09% | 32% | $9,140 |
(0.73) | $15.94 | 28.78% | 1.49% | 1.49% (c) | 1.15% | 35% | $9,922 |
(1.29) | $12.97 | (0.62%) | 1.53% | 1.53% (c) | 0.87% | 80% | $7,491 |
(2.13) | $14.03 | 5.07% | 1.28% | 1.28% (c) | 1.41% | 27% | $18 |
(0.69) | $15.38 | 4.98% | 1.24% | 1.24% (c) | 1.43% | 36% | $23 |
(1.28) | $15.31 | 4.32% | 1.25% | 1.25% (c) | 1.29% | 32% | $26 |
(0.77) | $15.96 | 29.06% | 1.24% | 1.24% (c) | 1.22% | 35% | $33 |
(1.33) | $12.99 | (0.36%) | 1.27% | 1.27% (c) | 0.79% | 80% | $57 |
Prospectus 2018 | 63 |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
■ | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable). |
■ | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the plan is a group plan (more than one participant), the shares are not held in a commission-based brokerage account and shares are held in the name of the plan through an omnibus account |
■ | Shares purchased by or through a 529 Plan |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform |
■ | Shares of funds purchased through the Merrill Edge Self-Directed platform |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family) |
■ | Shares exchanged from Class C (i.e., level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date |
■ | Employees and registered representatives of Merrill Lynch or its affiliates and their family members |
■ | Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus |
A-1 | Prospectus 2018 |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement) |
■ | Shares redeemed following the death or disability of the shareholder |
■ | Shares sold as part of a systematic withdrawal plan as described in this prospectus |
■ | Redemptions that constitute a return of excess contributions from an IRA |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ |
■ | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch |
■ | There will be no CDSC charged on the sale of Fund shares acquired through a right of reinstatement |
■ | The redemption of shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to a fee based account or platform (applicable to Class A and Class C shares only) |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans; however these plans are eligible to purchase Class T shares through a transactional brokerage account. |
■ | Morgan Stanley Wealth Management employee and employee-related accounts according to Morgan Stanley’s account linking rules. |
■ | Mutual fund shares exchanged from an existing position in the same fund as part of a share class conversion instituted by Morgan Stanley Wealth Management. |
■ | For employer-sponsored retirement plans held through a commissionable brokerage account, Class A shares are available at NAV (i.e., without a sales charge). For this purpose, employer-sponsored retirement plans include, but are not limited to, 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
Prospectus 2018 | A-2 |
Columbia Pacific/Asia Fund | ||
Class A: CASAX | Class Adv: CPRAX | Class C: CASCX |
Class Inst: USPAX | Class Inst3: CPAYX | Class T: CPAWX |
Columbia Real Estate Equity Fund | ||
Class A: CREAX | Class Adv: CRERX | Class C: CRECX |
Class Inst: CREEX | Class Inst2: CRRVX | Class Inst3: CREYX |
Class R: CRSRX | Class T: CREWX | |
Columbia Select Large Cap Growth Fund | ||
Class A: ELGAX | Class Adv: CSRRX | Class C: ELGCX |
Class Inst: UMLGX | Class Inst2: CGTRX | Class Inst3: CCWRX |
Class R: URLGX | Class T: CSLWX | |
Columbia Small Cap Growth Fund I | ||
Class A: CGOAX | Class Adv: CHHRX | Class C: CGOCX |
Class Inst: CMSCX | Class Inst2: CSCRX | Class Inst3: CSGYX |
Class R: CCRIX | Class T*: — | |
Columbia Small Cap Value Fund I | ||
Class A: CSMIX | Class Adv: CVVRX | Class C: CSSCX |
Class Inst: CSCZX | Class Inst2: CUURX | Class Inst3: CSVYX |
Class R: CSVRX | Class T*: — | |
Columbia Solutions Aggressive Portfolio | ||
Columbia Solutions Conservative Portfolio | ||
Columbia Strategic California Municipal Income Fund | ||
Class A: CLMPX | Class Adv: CCARX | Class C: CCAOX |
Class Inst: CCAZX | Class Inst2: CCAUX | Class Inst3: CCXYX |
Columbia Strategic Income Fund | ||
Class A: COSIX | Class Adv: CMNRX | Class C: CLSCX |
Class Inst: LSIZX | Class Inst2: CTIVX | Class Inst3: CPHUX |
Class R: CSNRX | Class T: CTTWX |
Columbia Strategic New York Municipal Income Fund | ||
Class A: COLNX | Class Adv: CNYEX | Class C: CNYCX |
Class Inst: CNYZX | Class Inst2: CNYRX | Class Inst3: CNTYX |
Columbia Tax-Exempt Fund | ||
Class A: COLTX | Class Adv: CTERX | Class C: COLCX |
Class Inst: CTEZX | Class Inst2: CADMX | Class Inst3: CTEYX |
Columbia Total Return Bond Fund | ||
Class A: LIBAX | Class Adv: CBNRX | Class C: LIBCX |
Class Inst: SRBFX | Class Inst2: CTBRX | Class Inst3: CTBYX |
Class R: CIBRX | Class T: CIBWX | |
Columbia U.S. Social Bond Fund | ||
Class A: CONAX | Class Adv: CONFX | Class C: CONCX |
Class Inst: CONZX | Class Inst2: COVNX | Class Inst3: CONYX |
Columbia U.S. Treasury Index Fund | ||
Class A: LUTAX | Class C: LUTCX | Class Inst: IUTIX |
Class Inst2: CUTRX | Class Inst3: CUTYX | Class T: CTIWX |
Multi-Manager Alternative Strategies Fund | ||
Class A: CPASX | Class Inst: CZAMX | |
Multi-Manager Directional Alternative Strategies Fund | ||
Class A: CDAAX | Class Inst: CDAZX | |
Multi-Manager Growth Strategies Fund | ||
Class A: CSLGX | Class Inst: CZMGX | |
Multi-Manager Small Cap Equity Strategies Fund | ||
Class A: CSCEX | Class Inst: CZMSX | |
Multi-Manager Total Return Bond Strategies Fund | ||
Class A: CMCPX | Class Inst: CTRZX |
* | This share class is not currently available for purchase. |
|
2 |
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8 |
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11 |
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19 |
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19 |
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56 |
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83 |
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84 |
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85 |
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86 |
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86 |
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114 |
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129 |
|
136 |
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138 |
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140 |
|
144 |
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146 |
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148 |
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152 |
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153 |
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156 |
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156 |
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167 |
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173 |
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173 |
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176 |
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178 |
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180 |
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186 |
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186 |
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186 |
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187 |
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194 |
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195 |
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198 |
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198 |
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199 |
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201 |
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201 |
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202 |
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204 |
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221 |
|
259 |
|
A-1 |
|
B-1 |
|
C-1 |
|
D-1 |
|
S-1 |
Statement of Additional Information – May 1, 2018 | 1 |
■ | the organization of the Trust; |
■ | the Funds' investments; |
■ | the Funds' investment adviser, investment subadviser(s) (if any) and other service providers, including roles and relationships of Ameriprise Financial and its affiliates, and conflicts of interest; |
■ | the governance of the Funds; |
■ | the Funds' brokerage practices; |
■ | the share classes offered by the Funds; |
■ | the purchase, redemption and pricing of Fund shares; and |
■ | the application of U.S. federal income tax laws. |
1933 Act | Securities Act of 1933, as amended |
1934 Act | Securities Exchange Act of 1934, as amended |
1940 Act | Investment Company Act of 1940, as amended |
Adaptive Retirement Funds | The Funds within the Columbia Funds Complex that include “Adaptive Retirement” within the fund name. |
Analytic Investors | Analytic Investors, LLC |
Administrative Services Agreement | The Administrative Services Agreement, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Ameriprise Financial | Ameriprise Financial, Inc. |
AQR | AQR Capital Management, LLC |
Bank of America | Bank of America Corporation |
Statement of Additional Information – May 1, 2018 | 2 |
BMO | BMO Asset Management Corp. |
Board | The Trust’s Board of Trustees |
Boston Partners | Boston Partners, a d.b.a. of Boston Partners Global Investors, Inc. |
Business Day | Any day on which the NYSE is open for business. A business day typically ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE is scheduled to close early, the business day will be considered to end as of the time of the NYSE’s scheduled close. The Fund will not treat an intraday unscheduled disruption in NYSE trading or an intraday unscheduled closing as a close of regular trading on the NYSE for these purposes and will price its shares as of the regularly scheduled closing time for that day (typically, 4:00 p.m. Eastern time). Notwithstanding the foregoing, the NAV of Fund shares may be determined at such other time or times (in addition to or in lieu of the time set forth above) as the Fund’s Board may approve or ratify. On holidays and other days when the NYSE is closed, the Fund's NAV is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund's assets may still be affected on such days to the extent that the Fund holds foreign securities that trade on days that foreign securities markets are open. |
CEA | Commodity Exchange Act |
CFST | Columbia Funds Series Trust |
CFST I | Columbia Funds Series Trust I |
CFST II | Columbia Funds Series Trust II |
CFTC | The United States Commodities Futures Trading Commission |
CMOs | Collateralized mortgage obligations |
Code | Internal Revenue Code of 1986, as amended |
Codes of Ethics | The codes of ethics adopted by the Funds, the Investment Manager, Columbia Management Investment Distributors, Inc. and/or any sub-adviser, as applicable, pursuant to Rule 17j-1 under the 1940 Act |
Columbia Funds or Columbia Funds Complex | The fund complex, including the Funds, that is comprised of the registered investment companies, including traditional mutual funds, closed-end funds, and ETFs, advised by the Investment Manager or its affiliates |
Columbia Management | Columbia Management Investment Advisers, LLC |
Conestoga | Conestoga Capital Advisors, LLC |
Custodian | JPMorgan Chase Bank, N.A. |
DGHM | Dalton, Greiner, Hartman, Maher & Co., LLC |
Distribution Agreement | The Distribution Agreement between the Trust, on behalf of its Funds, and the Distributor |
Distribution Plan(s) | One or more of the plans adopted by the Board pursuant to Rule 12b-1 under the 1940 Act for the distribution of the Funds’ shares |
Distributor | Columbia Management Investment Distributors, Inc. |
DST | DST Asset Manager Solutions, Inc. |
EAM | EAM Investors, LLC |
FDIC | Federal Deposit Insurance Corporation |
Federated | Federated Investment Management Company |
FHLMC | The Federal Home Loan Mortgage Corporation |
Fitch | Fitch, Inc. |
FNMA | Federal National Mortgage Association |
The Fund(s) or a Fund | One or more of the open-end management investment companies listed on the front cover of this SAI |
GNMA | Government National Mortgage Association |
Statement of Additional Information – May 1, 2018 | 3 |
Independent Trustees | The Trustees of the Board who are not “interested persons” (as defined in the 1940 Act) of the Funds |
Interested Trustees | The Trustees of the Board who are currently deemed to be “interested persons” (as defined in the 1940 Act) of the Funds |
Investment Management Services Agreement | The Investment Management Services Agreement, as amended, if applicable, between the Trust, on behalf of its Funds, and the Investment Manager |
Investment Manager | Columbia Management Investment Advisers, LLC |
IRS | United States Internal Revenue Service |
JPMorgan | JPMorgan Chase Bank, N.A., the Funds' custodian |
LIBOR | London Interbank Offered Rate |
Loomis Sayles | Loomis, Sayles & Company, L.P. |
Los Angeles Capital | Los Angeles Capital Management and Equity Research, Inc. |
Manulife | Manulife Asset Management (US) LLC |
Management Agreement | The Management Agreements, as amended, if applicable, between the Trust, on behalf of the Funds, and the Investment Manager |
Moody’s | Moody’s Investors Service, Inc. |
Multi-Manager Strategies Funds | Multi-Manager Alternative Strategies Fund, Multi-Manager Directional Alternative Strategies Fund, Multi-Manager Growth Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund, Multi-Manager Total Return Bond Strategies Fund and Multi-Manager Value Strategies Fund. Shares of the Multi-Manager Strategies Funds are offered only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates. |
NASDAQ | National Association of Securities Dealers Automated Quotations system |
NAV | Net asset value per share of a Fund |
NRSRO | Nationally recognized statistical ratings organization (such as, for example, Moody’s, Fitch or S&P) |
NSCC | National Securities Clearing Corporation |
NYSE | New York Stock Exchange |
Previous Adviser | Columbia Management Advisors, LLC, the investment adviser of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which was an indirect wholly-owned subsidiary of Bank of America. |
Previous Distributor | Columbia Management Distributors, Inc., the distributor of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which was an indirect wholly-owned subsidiary of Bank of America. |
Previous Transfer Agent | Columbia Management Services, Inc., the transfer agent of certain Columbia Funds prior to May 1, 2010 when Ameriprise Financial acquired the long-term asset management business of the Previous Adviser, which was an indirect wholly-owned subsidiary of Bank of America. |
PGIM | PGIM, Inc., the asset management arm of Prudential Financial, Inc. |
PwC | PricewaterhouseCoopers LLP |
REIT | Real estate investment trust |
REMIC | Real estate mortgage investment conduit |
RIC | A “regulated investment company,” as such term is used in the Code |
Statement of Additional Information – May 1, 2018 | 4 |
S&P | Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and “S&P” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Investment Manager. The Columbia Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Columbia Funds) |
SAI | This Statement of Additional Information, as amended and supplemented from time-to-time |
SEC | United States Securities and Exchange Commission |
Shares | Shares of a Fund |
Solution Series Funds | Columbia Solutions Aggressive Portfolio and Columbia Solutions Conservative Portfolio |
Subadvisory Agreement | The Subadvisory Agreement among the Trust on behalf of the Fund(s), the Investment Manager and a Fund’s investment subadviser(s), as the context may require |
Subsidiary | One or more wholly-owned subsidiaries of a Fund |
TCW | TCW Investment Management Company LLC |
Threadneedle | Threadneedle International Limited |
Transfer Agency Agreement | The Transfer and Dividend Disbursing Agent Agreement between the Trust, on behalf of its Funds, and the Transfer Agent |
Transfer Agent | Columbia Management Investment Services Corp. |
Trustee(s) | One or more members of the Board |
Trust | Columbia Funds Series Trust I, the registered investment company in the Columbia Funds Complex to which this SAI relates |
VP – Managed Volatility Funds | Any variable portfolio fund that includes the words “Managed Risk,” “Managed Volatility,” or “U.S. Flexible” as part of the Fund’s name |
Wasatch | Wasatch Advisors Inc |
Water Island | Water Island Capital, LLC |
Statement of Additional Information – May 1, 2018 | 5 |
Fund Name: | Referred to as: | |
CMG Ultra Short Term Bond Fund | Ultra Short Term Bond Fund | |
Columbia Adaptive Retirement 2020 Fund | Adaptive Retirement 2020 Fund | |
Columbia Adaptive Retirement 2025 Fund | Adaptive Retirement 2025 Fund | |
Columbia Adaptive Retirement 2030 Fund | Adaptive Retirement 2030 Fund | |
Columbia Adaptive Retirement 2035 Fund | Adaptive Retirement 2035 Fund | |
Columbia Adaptive Retirement 2040 Fund | Adaptive Retirement 2040 Fund | |
Columbia Adaptive Retirement 2045 Fund | Adaptive Retirement 2045 Fund | |
Columbia Adaptive Retirement 2050 Fund | Adaptive Retirement 2050 Fund | |
Columbia Adaptive Retirement 2055 Fund | Adaptive Retirement 2055 Fund | |
Columbia Adaptive Retirement 2060 Fund | Adaptive Retirement 2060 Fund | |
Columbia Adaptive Risk Allocation Fund | Adaptive Risk Allocation Fund | |
Columbia Alternative Beta Fund | Alternative Beta Fund | |
Columbia AMT-Free Connecticut Intermediate Muni Bond Fund | AMT-Free CT Intermediate Muni Bond Fund | |
Columbia AMT-Free Intermediate Muni Bond Fund | AMT-Free Intermediate Muni Bond Fund | |
Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund | AMT-Free MA Intermediate Muni Bond Fund | |
Columbia AMT-Free New York Intermediate Muni Bond Fund | AMT-Free NY Intermediate Muni Bond Fund | |
Columbia AMT-Free Oregon Intermediate Muni Bond Fund | AMT-Free OR Intermediate Muni Bond Fund | |
Columbia Balanced Fund | Balanced Fund | |
Columbia Bond Fund | Bond Fund | |
Columbia Contrarian Core Fund | Contrarian Core Fund | |
Columbia Corporate Income Fund | Corporate Income Fund | |
Columbia Disciplined Small Core Fund | Disciplined Small Core Fund | |
Columbia Diversified Absolute Return Fund | Diversified Absolute Return Fund | |
Columbia Diversified Real Return Fund | Diversified Real Return Fund | |
Columbia Dividend Income Fund | Dividend Income Fund | |
Columbia Emerging Markets Fund | Emerging Markets Fund | |
Columbia Global Dividend Opportunity Fund | Global Dividend Opportunity Fund | |
Columbia Global Energy and Natural Resources Fund | Global Energy and Natural Resources Fund | |
Columbia Global Technology Growth Fund | Global Technology Growth Fund | |
Columbia Greater China Fund | Greater China Fund | |
Columbia High Yield Municipal Fund | HY Municipal Fund | |
Columbia Large Cap Growth Fund | Large Cap Growth Fund | |
Columbia Mid Cap Growth Fund | Mid Cap Growth Fund | |
Columbia Multi-Asset Income Fund | Multi-Asset Income Fund | |
Columbia Pacific/Asia Fund | Pacific/Asia Fund | |
Columbia Real Estate Equity Fund | Real Estate Equity Fund | |
Columbia Select Large Cap Growth Fund | Select Large Cap Growth Fund | |
Columbia Small Cap Growth Fund I | Small Cap Growth Fund I | |
Columbia Small Cap Value Fund I | Small Cap Value Fund I | |
Columbia Solutions Aggressive Portfolio | Solutions Aggressive Portfolio | |
Columbia Solutions Conservative Portfolio | Solutions Conservative Portfolio | |
Columbia Strategic California Municipal Income Fund | Strategic CA Municipal Income Fund | |
Columbia Strategic Income Fund | Strategic Income Fund |
Statement of Additional Information – May 1, 2018 | 6 |
Fund Name: | Referred to as: | |
Columbia Strategic New York Municipal Income Fund | Strategic NY Municipal Income Fund | |
Columbia Tax-Exempt Fund | Tax-Exempt Fund | |
Columbia Total Return Bond Fund | Total Return Bond Fund | |
Columbia U.S. Social Bond Fund | U.S. Social Bond Fund | |
Columbia U.S. Treasury Index Fund | U.S. Treasury Index Fund | |
Multi-Manager Alternative Strategies Fund | MM Alternative Strategies Fund | |
Multi-Manager Directional Alternative Strategies Fund | MM Directional Alternative Strategies Fund | |
Multi-Manager Growth Strategies Fund | MM Growth Strategies Fund | |
Multi-Manager Small Cap Equity Strategies Fund | MM Small Cap Equity Strategies Fund | |
Multi-Manager Total Return Bond Fund | MM Total Return Bond Strategies Fund |
Statement of Additional Information – May 1, 2018 | 7 |
Fund | Fiscal Year End | Prospectus Date |
Date
Began
Operations* |
Diversified** | Fund Investment Category*** |
Adaptive Retirement 2020 Fund | March 31 | 10/23/2017 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Retirement 2025 Fund | March 31 | 4/2/2018 | 4/5/2018 | No | Fund-of-funds – alternative |
Adaptive Retirement 2030 Fund | March 31 | 10/23/2017 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Retirement 2035 Fund | March 31 | 4/2/2018 | 4/5/2018 | No | Fund-of-funds – alternative |
Adaptive Retirement 2040 Fund | March 31 | 10/23/2017 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Retirement 2045 Fund | March 31 | 4/2/2018 | 4/5/2018 | No | Fund-of-funds – alternative |
Adaptive Retirement 2050 Fund | March 31 | 10/23/2017 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Retirement 2055 Fund | March 31 | 4/2/2018 | 4/5/2018 | No | Fund-of-funds – alternative |
Adaptive Retirement 2060 Fund | March 31 | 10/23/2017 | 10/24/2017 | No | Fund-of-funds – alternative |
Adaptive Risk Allocation Fund | May 31 | 8/1/2017 | 6/19/2012 | No | Alternative |
Alternative Beta Fund | May 31 | 10/1/2017 | 1/28/2015 | No | Alternative |
AMT-Free CT Intermediate Muni Bond Fund | October 31 | 3/1/2018 | 8/1/1994 | No | Tax-exempt fixed-income |
AMT-Free Intermediate Muni Bond Fund | October 31 | 3/1/2018 | 6/14/1993 | Yes | Tax-exempt fixed-income |
AMT-Free MA Intermediate Muni Bond Fund | October 31 | 3/1/2018 | 6/14/1993 | No | Tax-exempt fixed-income |
AMT-Free NY Intermediate Muni Bond Fund | October 31 | 3/1/2018 | 12/31/1991 | No | Tax-exempt fixed-income |
AMT-Free OR Intermediate Muni Bond Fund | July 31 | 11/1/2017 | 7/2/1984 | Yes | Tax-exempt fixed-income |
Balanced Fund | August 31 | 1/1/2018 | 10/1/1991 | Yes | Equity/Taxable fixed-income |
Bond Fund | April 30 | 9/1/2017 | 1/9/1986 | Yes | Taxable fixed-income |
Contrarian Core Fund | August 31 | 1/1/2018 | 12/14/1992 | Yes | Equity |
Corporate Income Fund | April 30 | 9/1/2017 | 3/5/1986 | Yes | Taxable fixed-income |
Disciplined Small Core Fund | August 31 | 1/1/2018 | 12/14/1992 | Yes | Equity |
Diversified Absolute Return Fund | May 31 | 10/1/2017 | 2/19/2015 | Yes | Alternative |
Diversified Real Return Fund | January 31 | 6/1/2017 | 3/11/2014 | Yes | Fund-of-funds-fixed income |
Dividend Income Fund | May 31 | 10/1/2017 | 3/4/1998 | Yes | Equity |
Emerging Markets Fund | August 31 | 1/1/2018 | 1/2/1998 | Yes | Equity |
Global Dividend Opportunity Fund | August 31 | 1/1/2018 | 11/9/2000 | Yes | Equity |
Global Energy and Natural Resources Fund | August 31 | 1/1/2018 | 12/31/1992 | No | Equity |
Global Technology Growth Fund | August 31 | 1/1/2018 | 11/9/2000 | Yes | Equity |
Greater China Fund | August 31 | 1/1/2018 | 5/16/1997 | No | Equity |
HY Municipal Fund | May 31 | 10/1/2017 | 3/5/1984 | Yes | Tax-exempt fixed-income |
Large Cap Growth Fund | July 31 | 11/1/2017 | 12/14/1990 | Yes | Equity |
Mid Cap Growth Fund | August 31 | 1/1/2018 | 11/20/1985 | Yes | Equity |
MM Alternative Strategies Fund | August 31 | 1/1/2018 | 4/23/2012 | No | Alternative |
Statement of Additional Information – May 1, 2018 | 8 |
Fund | Fiscal Year End | Prospectus Date |
Date
Began
Operations* |
Diversified** | Fund Investment Category*** |
MM Directional Alternative Strategies Fund | April 30 | 9/1/2017 | 10/17/2016 | No | Alternative |
MM Growth Strategies Fund | March 31 | 8/1/2017 | 4/20/2012 | Yes | Equity |
MM Small Cap Equity Strategies Fund | August 31 | 1/1/2018 | 4/20/2012 | Yes | Equity |
MM Total Return Bond Strategies Fund | August 31 | 1/1/2018 | 4/20/2012 | Yes | Taxable fixed-income |
Multi-Asset Income Fund | April 30 | 9/1/2017 | 3/27/2015 | Yes | Flexible |
Pacific/Asia Fund | March 31 | 8/1/2017 | 12/31/1992 | Yes | Equity |
Real Estate Equity Fund | December 31 | 5/1/2018 | 4/1/1994 | No | Equity |
Select Large Cap Growth Fund | March 31 | 8/1/2017 | 10/1/1997 | Yes | Equity |
Small Cap Growth Fund I | August 31 | 1/1/2018 | 10/1/1996 | Yes | Equity |
Small Cap Value Fund I | April 30 | 9/1/2017 | 7/25/1986 | Yes | Equity |
Solutions Aggressive Portfolio | March 31 | 10/23/2017 | 10/24/2017 | No | Alternative |
Solutions Conservative Portfolio | March 31 | 10/23/2017 | 10/24/2017 | No | Alternative |
Strategic CA Municipal Income Fund | October 31 | 3/1/2018 | 6/16/1986 | No | Tax-exempt fixed-income |
Strategic Income Fund | August 31 (a) | 1/1/2018 | 4/21/1977 | Yes | Taxable fixed-income |
Strategic NY Municipal Income Fund | October 31 | 3/1/2018 | 9/26/1986 | No | Tax-exempt fixed-income |
Tax-Exempt Fund | July 31 | 11/1/2017 | 11/21/1978 | Yes | Tax-exempt fixed-income |
Total Return Bond Fund | April 30 | 9/1/2017 | 12/5/1978 | Yes | Taxable fixed-income |
U.S. Social Bond Fund | July 31 | 11/1/2017 | 3/26/2015 | No | Tax-exempt fixed-income |
U.S. Treasury Index Fund | April 30 | 9/1/2017 | 6/4/1991 | Yes | Taxable fixed-income |
Ultra Short Term Bond Fund | July 31 | 11/1/2017 | 3/8/2004 | Yes | Taxable fixed-income |
* | Certain Funds reorganized into series of the Trust. The date of operations for these Funds represents the date on which the predecessor funds began operation. |
** | A “diversified” Fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. A “non-diversified” Fund may invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a “diversified” fund holding a greater number of investments. Accordingly, a “non-diversified” Fund’s value will likely be more volatile than the value of a more diversified fund. |
*** | The Fund Investment Category is used as a convenient way to describe Funds in this SAI and should not be deemed a description of the Fund’s principal investment strategies, which are described in the Fund’s prospectus. |
Fund | Effective Date of Name Change | Previous Fund Name |
Adaptive Risk Allocation | October 1, 2014 | Columbia Risk Allocation Fund |
Alternative Beta Fund | October 1, 2016 | Columbia Adaptive Alternatives Fund |
AMT-Free CT Intermediate Muni Bond Fund | July 7, 2014 | Columbia Connecticut Intermediate Municipal Bond Fund |
AMT-Free Intermediate Muni Bond Fund | July 7, 2014 | Columbia Intermediate Municipal Bond Fund |
AMT-Free MA Intermediate Muni Bond Fund | July 7, 2014 | Columbia Massachusetts Intermediate Municipal Bond Fund |
AMT-Free NY Intermediate Muni Bond Fund | July 7, 2014 | Columbia New York Intermediate Municipal Bond Fund |
Statement of Additional Information – May 1, 2018 | 9 |
Fund | Effective Date of Name Change | Previous Fund Name |
AMT-Free OR Intermediate Muni Bond Fund | July 7, 2014 | Columbia Oregon Intermediate Municipal Bond Fund |
Disciplined Small Core Fund | April 18, 2016 | Columbia Small Cap Core Fund |
Global Energy and Natural Resources Fund | August 5, 2013 | Columbia Energy and Natural Resources Fund |
Global Technology Growth Fund | July 7, 2014 | Columbia Technology Fund |
MM Alternative Strategies Fund |
February
28, 2017
October 12, 2016 |
Active
Portfolios
®
Multi-Manager Alternatives Fund
Active Portfolios ® Multi-Manager Alternative Strategies Fund |
MM Directional Alternative Strategies Fund | February 28, 2017 | Active Portfolios ® Multi-Manager Directional Alternatives Fund |
MM Growth Strategies Fund |
February
28, 2017
December 11, 2013 |
Active
Portfolios
®
Multi-Manager Growth Fund
Columbia Active Portfolios ® – Select Large Cap Growth Fund |
MM Small Cap Equity Strategies Fund | February 28, 2017 | Active Portfolios ® Multi-Manager Small Cap Equity Strategies Fund |
MM Total Return Bond Strategies Fund |
February
28, 2017
April 11, 2016 |
Active
Portfolios
®
Multi-Manager Total Return Bond Fund
Active Portfolios ® Multi-Manager Core Plus Bond Fund |
Strategic CA Municipal Income Fund | January 22, 2018 | Columbia California Tax-Exempt Fund |
Strategic NY Municipal Income Fund | January 22, 2018 | Columbia New York Tax-Exempt Fund |
Total Return Bond Fund | February 19, 2016 | Columbia Intermediate Bond Fund |
Statement of Additional Information – May 1, 2018 | 10 |
Statement of Additional Information – May 1, 2018 | 11 |
A. | Buy or sell real estate |
A1 – | The Fund may not purchase or sell real estate, except each Fund may: (i) purchase securities of issuers which deal or invest in real estate, (ii) purchase securities which are secured by real estate or interests in real estate and (iii) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities which are secured by real estate or interests therein. |
A2 – | The Fund will not buy or sell real estate, unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the Fund from investing in: (i) securities or other instruments backed by real estate or interests in real estate, (ii) securities or other instruments of issuers or entities that deal in real estate or are engaged in the real estate business, (iii) real estate investment trusts (REITs) or entities similar to REITs formed under the laws of non-U.S. countries or (iv) real estate or interests in real estate acquired through the exercise of its rights as a holder of securities secured by real estate or interests therein. |
Statement of Additional Information – May 1, 2018 | 12 |
B. | Buy or sell physical commodities |
B1 – | The Fund may not purchase or sell commodities, except that each Fund may to the extent consistent with its investment objective: (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts, futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. (a) This limitation does not apply to foreign currency transactions including without limitation forward currency contracts. |
B2 – | The Fund may invest up to 25% of its total assets in one or more wholly-owned subsidiaries that may invest in commodities, thereby indirectly gaining exposure to commodities, and may, to the extent consistent with its investment objective, (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts, futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. (a) This policy does not limit foreign currency transactions including without limitation forward currency contracts. |
B3 – | The Fund will not purchase or sell commodities, except to the extent permitted by applicable law from time to time. |
B4 – | The Fund will not purchase or sell commodities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
B5 – | The Fund will not purchase or sell commodities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
(a) | For purposes of the fundamental investment policy on buying and selling physical commodities above, at the time of the establishment of the restriction for certain Funds, swap contracts on financial instruments or rates were not within the understanding of the term “commodities.” Notwithstanding any federal legislation or regulatory action by the CFTC that subjects such swaps to regulation by the CFTC, these Funds will not consider such instruments to be commodities for purposes of this restriction. |
C. | Issuer Diversification* |
C1 – | The Fund may not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 25% of its total assets may be invested without regard to these limitations and (ii) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. |
C2 – | The Fund may not, as a matter of fundamental policy, purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 50% of its total assets may be invested without regard to these limitations and (ii) the Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. |
C3 – | The Fund will not make any investment inconsistent with its classification as a diversified company under the 1940 Act. |
C4 – | The Fund will not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations; and (b) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
* | For purposes of applying the limitation set forth in its issuer diversification policy above, a Fund does not consider futures or swaps central counterparties, where the Fund has exposure to such central counterparties in the course of making investments in futures and securities, to be issuers. |
D. | Concentration* |
D1 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political |
Statement of Additional Information – May 1, 2018 | 13 |
subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. | |
D2 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief; and (iii) under normal market conditions, the Fund will invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the energy and other natural resources groups of industries. (a) |
D3 – | The Fund will invest at least 65% of the value of its total assets in securities of companies principally engaged in the real estate industry. |
D4 – | The Fund will, under normal market conditions, invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the technology and related group of industries, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
D5 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state, municipality or territory of the United States, or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. The Fund will consider the concentration policies of any underlying funds in which it invests when evaluating compliance with its concentration policy. |
D6 – | The Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state, municipality or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. The Fund will consider the concentration policies of any underlying funds in which it invests when evaluating compliance with its concentration policy. |
D7 – | The Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
* | For purposes of applying the limitation set forth in its concentration policy, above, a Fund will generally use the industry classifications provided by the Global Industry Classification System (GICS) for classification of issuers of equity securities and the classifications provided by the Barclays Capital Aggregate Bond Index for classification of issues of fixed-income securities. To the extent that a Fund’s concentration policy requires the Fund to consider the concentration policies of any underlying funds in which it invests, the Fund will consider the portfolio positions at the time of purchase, which in the case of unaffiliated underlying funds is based on portfolio information made publicly available by them. A Fund does not consider futures or swaps clearinghouses or securities clearinghouses, where the Fund has exposure to such clearinghouses in the course of making investments in futures and securities, to be part of any industry. |
(a) | In determining whether Global Energy and Natural Resources Fund has invested at least 25% of the value of its total assets in the securities of one or more issuers conducting their principal business activities in the energy and other natural resources groups of industries, the |
Statement of Additional Information – May 1, 2018 | 14 |
Investment Manager currently uses the GICS produced by S&P and MSCI Inc. The Investment Manager currently considers companies in each of the indicated GICS industry groups to be within the energy and other natural resources groups of industries: (i) Energy, (ii) Utilities, and (iii) Materials, but limited to companies in the following GICS industries and sub-industries: the Chemicals industry (companies that primarily produce or distribute industrial and basic chemicals, including the Commodity Chemicals, Diversified Chemicals, Fertilizers & Agriculture Chemicals, Industrial Gases, and Specialty Chemicals sub-industries), the Metals & Mining industry (companies that primarily produce, process, extract, or distribute precious or basic metals or minerals, including the Aluminum, Diversified Metals & Mining, Gold, Precious Metals & Minerals, and Steel sub-industries), and the Paper & Forest Products industry (companies that primarily cultivate or manufacture timber or wood-related products or paper products, including the Forest Products and Paper Products sub-industries). |
E. | Invest 80% |
E1 – | The Fund will, under normal circumstances, invest at least 80% of its total assets in state bonds, subject to applicable state requirements. |
E2 – | Under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and Connecticut individual income tax. These securities are issued by the State of Connecticut and its political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but subject to Connecticut personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E3 – | As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax). These securities are issued by states and their political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. The Fund may comply with this 80% policy by investing in a partnership, trust, or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E4 – | Under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and Massachusetts individual income tax. These securities are issued by the Commonwealth of Massachusetts and its political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but may be subject to Massachusetts personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust, or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E5 – | As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and New York State individual income tax. These securities are issued by the State of New York and its political subdivisions, agencies, authorities and instrumentalities and by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands). Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but may be subject to New York State and New York City personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets. |
E6 – | Under normal circumstances, the Fund invests at least 80% of its net assets in municipal securities issued by the State of Oregon and its political subdivisions, agencies, authorities and instrumentalities. |
E7 – | Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of companies principally engaged in the real estate industry, including REITs. |
E8 – | Under normal circumstances, the Fund invests at least 80% of its total assets in tax-exempt bonds. |
Statement of Additional Information – May 1, 2018 | 15 |
E9 – | Under normal circumstances, the Fund invests at least 80% of net assets in equity securities (including, but not limited to, common stocks, preferred stocks and securities convertible into common or preferred stocks) of technology companies that may benefit from technological improvements, advancements or developments. |
F. | Act as an underwriter |
F1 – | The Fund may not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer thereof in accordance with the Fund’s investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
F2 – | The Fund will not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer where the Fund later resells such securities. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
G. | Lending |
G1 – | The Fund may not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
G2 – | The Fund will not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
G3 – | The Fund will not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H. | Borrowing |
H1 – | The Fund may not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H2 – | The Fund will not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
H3 – | The Fund will not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
I. | Issue senior securities |
I1 – | The Fund may not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
I2 – | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
I3 – | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
Statement of Additional Information – May 1, 2018 | 16 |
■ | Bond Fund may invest up to 25% of its assets in dollar-denominated debt securities issued by foreign governments, companies or other entities. |
■ | Balanced Fund, Contrarian Core Fund and Dividend Income Fund each may invest up to 20% of its net assets in foreign securities. |
■ | Disciplined Small Core Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Small Cap Growth Fund I and Small Cap Value Fund I each may invest up to 20% of its total assets in foreign securities. |
■ | Up to 25% of the net assets of MM Total Return Bond Strategies Fund may be invested in foreign investments, which may include investments in non-U.S. dollar denominated securities, as well as investments in emerging markets securities. |
■ | MM Small Cap Equity Strategies Fund may invest up to 25% of its net assets in foreign investments. |
■ | Ultra Short Term Bond Fund may invest up to 20% of its total assets in dollar-denominated foreign debt securities. |
■ | Each Fund (other than those Funds listed below) may not sell securities short, except as permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
■ | The following Funds may not sell securities short: AMT-Free OR Intermediate Muni Bond Fund, Balanced Fund, Bond Fund, Emerging Markets Fund, Global Dividend Opportunity Fund, Global Energy and Natural Resources Fund, Global Technology Growth Fund, Mid Cap Growth Fund, MM Growth Strategies Fund, MM Total Return Bond Strategies Fund Pacific/Asia Fund, Real Estate Equity Fund, Select Large Cap Growth Fund and Small Cap Growth Fund I. |
■ | Tax-Exempt Fund may not have a short position, unless the Fund owns, or owns rights (exercisable without payment) to acquire, an equal amount of such securities. |
■ | Tax-Exempt Fund may not purchase securities on margin, but may receive short-term credit to clear securities transactions and may make initial or maintenance margin deposits in connection with futures transactions. |
Statement of Additional Information – May 1, 2018 | 17 |
Statement of Additional Information – May 1, 2018 | 18 |
Type of Investment | Alternative and Fund-of-Funds – Alternative |
Equity
and Flexible |
Funds-of-Funds
– Equity and Fixed Income |
Taxable
Fixed Income (a) |
Tax-Exempt
Fixed Income |
Asset-Backed Securities | • | • | • | • | • |
Bank Obligations (Domestic and Foreign) | • | • | • | • | • |
Collateralized Bond Obligations | • | • | • | • | • |
Commercial Paper | • | • | • | • | • |
Statement of Additional Information – May 1, 2018 | 19 |
Type of Investment | Alternative and Fund-of-Funds – Alternative |
Equity
and Flexible |
Funds-of-Funds
– Equity and Fixed Income |
Taxable
Fixed Income (a) |
Tax-Exempt
Fixed Income |
Common Stock | • | • | • | • | — |
Convertible Securities | • | • | • | • | • |
Corporate Debt Securities | • | • | • | • | • |
Custody Receipts and Trust Certificates | • | • | • | • | • |
Debt Obligations | • | • | • | • | • |
Depositary Receipts | • | • | • | • | — |
Derivatives | • | • | • | • | • |
Dollar Rolls | • | • | • | • | • |
Exchange-Traded Notes | • | • | • | • | • |
Foreign Currency Transactions | • | • | • | • | • |
Foreign Securities | • | • | • | • | • |
Guaranteed Investment Contracts (Funding Agreements) | • | • | • | • | • |
High-Yield Securities | • | • | • | • | • |
Illiquid Securities | • | • | • | • | • |
Inflation Protected Securities | • | • | • | • | • |
Initial Public Offerings | • | • | • | • | • |
Inverse Floaters | • | • | • | • | • |
Investments in Other Investment Companies (Including ETFs) | • | • | • | • | • |
Listed Private Equity Funds | • | • | • | • | • |
Money Market Instruments | • | • | • | • | • |
Mortgage-Backed Securities | • | • | • | • | • |
Municipal Securities | • | • | • | • | • |
Participation Interests | • | • | • | • | • |
Partnership Securities | • | • | • | • | • |
Preferred Stock | • | • | • | • | • |
Private Placement and Other Restricted Securities | • | • | • | • | • |
Real Estate Investment Trusts | • | • | • | • | • |
Repurchase Agreements | • | • | • | • | • |
Reverse Repurchase Agreements | • | • | • | • | • |
Short Sales (b) | • | • | • | • | • |
Sovereign Debt | • | • | • | • | • |
Standby Commitments | • | • | • | • | • |
U.S. Government and Related Obligations | • | • | • | • | • |
Variable and Floating Rate Obligations | • | • | • | • | • |
Warrants and Rights | • | • | • | • | • |
(a) | Total Return Bond Fund is not authorized to purchase common stock or bank obligations. U.S. Treasury Index Fund is not authorized to purchase asset-backed securities, bank obligations, convertible securities, corporate debt obligations (other than money market instruments), depositary receipts, dollar rolls, foreign currency transactions, foreign securities, guaranteed investment contracts, inverse floaters, high-yield securities, mortgage-backed securities, municipal securities, participation interests, partnership securities, REITs, reverse repurchase agreements, short sales, sovereign debt and standby commitments. Ultra Short Term Bond is not authorized to purchase common stock, foreign currency transactions and short sales. |
(b) | See Fundamental and Non-Fundamental Investment Policies for Funds that are not permitted to sell securities short. |
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■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. The Fund may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value (sometimes dramatically) due to foreign market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk (the risk that Fund performance may be negatively impacted by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund exposes a significant percentage of its assets to currencies other than the U.S. dollar). The effectiveness of any currency hedging strategy by a Fund may be reduced by the Fund’s inability to precisely match forward contract amounts and the value of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency. The Fund may use these instruments to gain leveraged exposure to currencies, which is a speculative investment practice that increases the Fund's risk exposure and the possibility of losses. Unanticipated changes in the currency markets could result in reduced performance for the Fund. When the Fund converts its foreign currencies into U.S. dollars, it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market. |
■ | A forward interest rate agreement is a derivative whereby the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates (based on the notional value of the agreement). If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates (based on the notional value of the agreement). The Fund may act as a buyer or a seller. |
■ | A bond (or debt instrument) future is a derivative that is an agreement for the contract holder to buy or sell a bond or other debt instrument, a basket of bonds or other debt instrument, or the bonds or other debt instruments in an index on a specified date at a predetermined price. The buyer (long position) of a bond future is obliged to buy the underlying reference at the agreed price on expiry of the future. |
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■ | A commodity-linked future is a derivative that is an agreement to buy or sell one or more commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures at a specific date in the future at a specific price. |
■ | A currency future , also an FX future or foreign exchange future, is a derivative that is an agreement to exchange one currency for another at a specified date in the future at a price (exchange rate) that is fixed on the purchase date. |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
■ | An interest rate future is a derivative that is an agreement whereby the buyer and seller agree to the future delivery of an interest-bearing instrument on a specific date at a pre-determined price. Examples include Treasury-bill futures, Treasury-bond futures and Eurodollar futures. |
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■ | A commodity-linked structured note is a derivative (structured investment) that has principal and/or interest payments based on the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), a basket of commodities, indices of commodity futures or other economic variable. If payment of interest on a commodity-linked structured note is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might receive lower interest payments (or not receive any of the interest due) on its investments if there is a loss of value in the underlying reference. Further, to the extent that the amount of principal to be repaid upon maturity is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might not receive a portion (or any) of the principal at maturity of the investment or upon earlier exchange. At any time, the risk of loss associated with a particular structured note in the Fund’s portfolio may be significantly higher than the value of the note. A liquid secondary market may not exist for the commodity-linked structured notes held in the Fund’s portfolio, which may make it difficult for the notes to be sold at a price acceptable to the portfolio manager(s) or for the Fund to accurately value them. |
■ | Structured investments include collateralized debt obligations which are debt instruments that are collateralized by the underlying cash flows of a pool of financial assets or receivables. |
■ | An equity-linked note (ELN) is a derivative (structured investment) that has principal and/or interest payments based on the value of a single equity security, a basket of equity securities or an index of equity securities, and generally has risks similar to these underlying equity securities. ELNs may be leveraged or unleveraged. An ELN typically provides interest income, thereby offering a yield advantage over investing directly in an underlying equity. The Fund may purchase ELNs that trade on a securities exchange or those that trade on the over-the-counter markets, as well as in privately negotiated transactions with the issuer of the ELN. Investments in ELNs are also subject to liquidity risk, which may make ELNs difficult to sell and value. The liquidity of unlisted ELNs is normally determined by the willingness of the issuer to make a market in the ELN. While the Fund will seek to purchase ELNs only from issuers that it believes to be willing and able to repurchase the ELN at a reasonable price, there can be no assurance that the Fund will be able to sell at such a price. Furthermore, such inability to sell may impair the Fund’s ability to enter into other transactions at a time when doing so might be advantageous. The Fund’s investments in ELNs have the potential to lead to significant losses, including the amount the Fund invested in the ELN, because ELNs are subject to the market and volatility risks associated with their underlying equity. In addition, because ELNs often take the form of unsecured notes of the issuer, the Fund would be subject to the risk that the issuer may default on its obligations under the ELN, thereby subjecting the Fund to the further risk of being too concentrated in the securities (including ELNs) of that issuer. However, the Fund typically considers ELNs alongside other securities of the issuer in its assessment of issuer concentration risk. In addition, ELNs may exhibit price behavior that does not correlate with the underlying securities. ELNs may also be subject to leverage risk (the risk that losses may be greater than the amount invested). The Fund may or may not hold an ELN until its maturity. ELNs also include participation notes. |
■ | A commodity-linked swap is a derivative (swap) that is an agreement where the underlying reference is the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures. |
■ | A credit default swap (including a swap on a credit default index, sometimes referred to as a credit default swap index) is a derivative and special type of swap where one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return upon the occurrence of a particular credit event by one or more third parties, such as bankruptcy, default or a similar event. A credit default swap may be embedded within a structured note or other derivative instrument. Credit default swaps enable an investor to buy or sell protection against such a credit event (such as an issuer’s bankruptcy, restructuring or failure to make timely payments of interest or principal). Credit default swap indices are indices that reflect the performance of a basket of credit default swaps and are subject to the same risks as credit default swaps. If such a default were to occur, any contractual remedies that the Fund may have may be subject to bankruptcy and insolvency laws, which could delay or limit the Fund's recovery. Thus, if the counterparty under a credit default swap defaults on its obligation to make payments thereunder, as a result of its bankruptcy or otherwise, the Fund may |
Statement of Additional Information – May 1, 2018 | 63 |
lose such payments altogether, or collect only a portion thereof, which collection could involve costs or delays. The Fund’s return from investment in a credit default swap index may not match the return of the referenced index. Further, investment in a credit default swap index could result in losses if the referenced index does not perform as expected. Unexpected changes in the composition of the index may also affect performance of the credit default swap index. If a referenced index has a dramatic intraday move that causes a material decline in the Fund’s net assets, the terms of the Fund’s credit default swap index may permit the counterparty to immediately close out the transaction. In that event, the Fund may be unable to enter into another credit default swap index or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. |
■ | An inflation rate swap is a derivative typically used to transfer inflation risk from one party to another through an exchange of cash flows. In an inflation rate swap, one party pays a fixed rate on a notional principal amount, while the other party pays a floating rate linked to an inflation index, such as the Consumer Price Index (CPI). |
■ | An interest rate swap is a derivative in which two parties agree to exchange interest rate cash flows, based on a specified notional amount from a fixed rate to a floating rate (or vice versa) or from one floating rate to another. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and foreign interest rates. |
■ | Total return swaps are derivative swap transactions in which one party agrees to pay the other party an amount equal to the total return of a defined underlying reference during a specified period of time. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return of a different underlying reference. |
■ | Contracts for differences are swap arrangements in which the parties agree that their return (or loss) will be based on the relative performance of two different groups or baskets of securities or other instruments. Often, one or both baskets will be an established securities index. The Fund’s return will be based on changes in value of theoretical long futures positions in the securities comprising one basket (with an aggregate face value equal to the notional amount of the contract for differences) and theoretical short futures positions in the securities comprising the other basket. The Fund also may use actual long and short futures positions and achieve similar market exposure by netting the payment obligations of the two contracts. If the short basket outperforms the long basket, the Fund will realize a loss – even in circumstances when the securities in both the long and short baskets appreciate in value. |
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Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
Alternative Beta Fund (a) | $0 - $500 | 0.960% | 10/1/2016 |
>$500 - $1,000 | 0.955% | ||
>$1,000 - $3,000 | 0.950% | ||
>$3,000 - $12,000 | 0.940% | ||
>$12,000 | 0.930% | ||
AMT-Free Intermediate Muni Bond Fund | $0 - $500 | 0.480% | 3/1/2016 |
Tax-Exempt Fund | >$500 - $1,000 | 0.475% | 12/1/2015 |
U.S. Social Bond Fund (b) | >$1,000 - $2,000 | 0.445% | 12/1/2015 |
>$2,000 - $3,000 | 0.420% | ||
>$3,000 - $6,000 | 0.385% | ||
>$6,000 - $9,000 | 0.360% | ||
>$9,000 - $10,000 | 0.350% | ||
>$10,000 - $12,000 | 0.340% | ||
>$12,000 - $15,000 | 0.330% | ||
>$15,000 - $24,000 | 0.320% | ||
>$24,000 - $50,000 | 0.300% | ||
>$50,000 | 0.290% | ||
AMT-Free OR Intermediate Muni Bond Fund | $0 - $250 | 0.470% | 12/1/2015 |
AMT-Free CT Intermediate Muni Bond Fund | >$250 - $500 | 0.465% | 3/1/2016 |
AMT-Free MA Intermediate Muni Bond Fund | >$500 - $1,000 | 0.415% | 3/1/2016 |
AMT-Free NY Intermediate Muni Bond Fund | >$1,000 - $3,000 | 0.380% | 3/1/2016 |
Strategic CA Municipal Income Fund | >$3,000 - $6,000 | 0.340% | 3/1/2016 |
Strategic NY Municipal Income Fund | >$6,000 - $7,500 | 0.330% | 3/1/2016 |
>$7,500 - $12,000 | 0.320% | ||
>$12,000 | 0.310% | ||
Balanced Fund | $0 - $500 | 0.720% | 1/1/2016 |
Dividend Income Fund | >$500 - $1,000 | 0.670% | 10/1/2015 |
>$1,000 - $1,500 | 0.620% | ||
>$1,500 - $3,000 | 0.570% | ||
>$3,000 - $6,000 | 0.550% | ||
>$6,000 - $12,000 | 0.530% | ||
>$12,000 | 0.520% | ||
Bond Fund | $0 - $500 | 0.500% | 9/1/2015 |
Corporate Income Fund | >$500 - $1,000 | 0.495% | 9/1/2015 |
MM Total Return Bond Strategies Fund | >$1,000 - $2,000 | 0.480% | 9/1/2015 |
Total Return Bond Fund | >$2,000 - $3,000 | 0.460% | 9/1/2015 |
>$3,000 - $6,000 | 0.450% | ||
>$6,000 - $7,500 | 0.430% | ||
>$7,500 - $9,000 | 0.415% | ||
>$9,000 - $12,000 | 0.410% | ||
>$12,000 - $20,000 | 0.390% | ||
>$20,000 - $24,000 | 0.380% | ||
>$24,000 - $50,000 | 0.360% | ||
>$50,000 | 0.340% | ||
Contrarian Core Fund | $0 - $500 | 0.770% | 1/1/2016 |
Global Dividend Opportunity Fund | >$500 - $1,000 | 0.720% | 1/1/2016 |
Large Cap Growth Fund | >$1,000 - $1,500 | 0.670% | 12/1/2015 |
MM Growth Strategies Fund | >$1,500 - $3,000 | 0.620% | 12/1/2015 |
Select Large Cap Growth Fund | >$3,000 - $6,000 | 0.600% | 8/1/2015 |
>$6,000 - $12,000 | 0.580% | ||
>$12,000 | 0.570% |
Statement of Additional Information – May 1, 2018 | 87 |
Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
Disciplined Small Core Fund (c) | $0 - $500 | 0.850% | 7/1/2017 |
>$500 - $1,000 | 0.800% | ||
>$1,000 - $3,000 | 0.750% | ||
>$3,000 - $12,000 | 0.740% | ||
>$12,000 | 0.730% | ||
Diversified Absolute Return Fund (a) | $0 - $500 | 1.180% | 10/1/2015 |
>$500 - $1,000 | 1.130% | ||
>$1,000 - $3,000 | 1.100% | ||
>$3,000 - $6,000 | 1.070% | ||
>$6,000 - $12,000 | 1.040% | ||
>$12,000 | 1.030% | ||
Emerging Markets Fund (c) | $0 - $500 | 1.100% | 7/1/2017 |
>$500 - $1,000 | 1.060% | ||
>$1,000 - $1,500 | 0.870% | ||
>$1,500 - $3,000 | 0.820% | ||
>$3,000 - $6,000 | 0.770% | ||
>$6,000 - $12,000 | 0.720% | ||
>$12,000 | 0.700% | ||
Global Energy and Natural Resources Fund | $0 - $1,000 | 0.750% | 1/1/2016 |
>$1,000 - $1,500 | 0.670% | ||
>$1,500 - $3,000 | 0.620% | ||
>$3,000 - $6,000 | 0.600% | ||
>$6,000 | 0.580% | ||
Global Technology Growth Fund | $0 - $500 | 0.870% | 1/1/2016 |
>$500 - $1,000 | 0.820% | ||
>$1,000 | 0.770% | ||
Greater China Fund | $0 - $1,000 | 0.950% | 1/1/2016 |
Pacific/Asia Fund | >$1,000 - $1,500 | 0.870% | 8/1/2015 |
>$1,500 - $3,000 | 0.820% | ||
>$3,000 - $6,000 | 0.770% | ||
>$6,000 | 0.720% | ||
HY Municipal Fund | $0 - $500 | 0.540% | 10/1/2015 |
>$500 - $1,000 | 0.535% | ||
>$1,000 - $2,000 | 0.505% | ||
>$2,000 - $3,000 | 0.480% | ||
>$3,000 - $6,000 | 0.445% | ||
>$6,000 - $7,500 | 0.420% | ||
>$7,500 - $10,000 | 0.410% | ||
>$10,000 - $12,000 | 0.400% | ||
>$12,000 - $15,000 | 0.390% | ||
>$15,000 - $24,000 | 0.380% | ||
>$24,000 - $50,000 | 0.360% | ||
>$50,000 | 0.340% | ||
Mid Cap Growth Fund | $0 - $500 | 0.820% | 1/1/2016 |
>$500 - $1,000 | 0.770% | ||
>$1,000 - $1,500 | 0.720% | ||
>$1,500 - $3,000 | 0.670% | ||
>$3,000 - $12,000 | 0.660% | ||
>$12,000 | 0.650% | ||
MM Alternative Strategies Fund (a) | $0 - $500 | 1.100% | 1/1/2016 |
>$500 - $1,000 | 1.050% | ||
>$1,000 - $3,000 | 1.020% | ||
>$3,000 - $6,000 | 0.990% | ||
>$6,000 - $12,000 | 0.960% | ||
> $12,000 | 0.950% | ||
MM Directional Alternative Strategies Fund | All assets | 1.60% | 8/17/2016 |
Statement of Additional Information – May 1, 2018 | 88 |
Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
MM Small Cap Equity Strategies Fund (c) | $0 - $500 | 0.870% | 7/1/2017 |
Small Cap Growth Fund I | >$500 - $1,000 | 0.820% | 1/1/2016 |
Small Cap Value Fund I | >$1,000 - $3,000 | 0.770% | 9/1/2015 |
>$3,000 - $12,000 | 0.760% | ||
>$12,000 | 0.750% | ||
Multi-Asset Income Fund | $0 - $500 | 0.660% | 9/1/2015 |
>$500 - $1,000 | 0.625% | ||
>$1,000 - $1,500 | 0.610% | ||
>$1,500 - $3,000 | 0.600% | ||
>$3,000 - $6,000 | 0.570% | ||
>$6,000 - $12,000 | 0.545% | ||
>$12,000 | 0.510% | ||
Real Estate Equity Fund | $0 - $500 | 0.750% | 5/1/2016 |
>$500 - $1,000 | 0.745% | ||
>$1,000 - $1,500 | 0.720% | ||
>$1,500 - $3,000 | 0.670% | ||
>$3,000 | 0.660% | ||
Solutions Aggressive Portfolio | All assets | 0.00% | 8/16/2017 |
Solutions Conservative Portfolio | |||
Strategic Income Fund | $0 - $500 | 0.600% | 3/1/2016 |
>$500 - $1,000 | 0.590% | ||
>$1,000 - $2,000 | 0.575% | ||
>$2,000 - $3,000 | 0.555% | ||
>$3,000 - $6,000 | 0.530% | ||
>$6,000 - $7,500 | 0.505% | ||
>$7,500 - $9,000 | 0.490% | ||
>$9,000 - $10,000 | 0.481% | ||
>$10,000 - $12,000 | 0.469% | ||
>$12,000 - $15,000 | 0.459% | ||
>$15,000 - $20,000 | 0.449% | ||
>$20,000 - $24,000 | 0.433% | ||
>$24,000 - $50,000 | 0.414% | ||
>$50,000 | 0.393% | ||
U.S. Treasury Index Fund (d) | All assets | 0.400% | 9/1/2015 |
Ultra Short Term Bond Fund (e) | All assets | 0.250% | 12/1/2015 |
Statement of Additional Information – May 1, 2018 | 89 |
Asset Category |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
Category 1 : Assets invested in affiliated mutual funds, exchange- traded funds and closed-end funds that pay a management services fee (or an investment management services fee, as applicable) to the Investment Manager. | $0 - $500 | 0.060% | 10/1/2015 |
>$500 - $1,000 | 0.055% | ||
>$1,000 - $3,000 | 0.050% | ||
>$3,000 - $12,000 | 0.040% | ||
>$12,000 | 0.030% | ||
Category 2 : Assets invested in exchange-traded funds and mutual funds that are not managed by the Investment Manager or its affiliates. | $0 - $500 | 0.160% | |
>$500 - $1,000 | 0.155% | ||
>$1,000 - $3,000 | 0.150% | ||
>$3,000 - $12,000 | 0.140% | ||
>$12,000 | 0.130% | ||
Category 3 : Securities, instruments and other assets not described above, including without limitation affiliated mutual funds, exchange-traded funds and closed-end funds that do not pay a management services fee (or an investment management services fee, as applicable) to the Investment Manager, third party closed-end funds, derivatives and individual securities. | $0 - $500 | 0.760% | |
>$500 - $1,000 | 0.745% | ||
>$1,000 - $1,500 | 0.730% | ||
>$1,500 - $3,000 | 0.720% | ||
>$3,000 - $6,000 | 0.690% | ||
>$6,000 - $12,000 | 0.665% | ||
>$12,000 | 0.630% |
Statement of Additional Information – May 1, 2018 | 90 |
Management Services Fees | |||
2017 | 2016 | 2015 | |
For Funds with fiscal period ending January 31 | |||
Diversified Real Return Fund | $1,750 | N/A | N/A |
For Funds with fiscal period ending March 31 | |||
Adaptive Retirement 2020 Fund (a) | N/A | N/A | N/A |
Adaptive Retirement 2025 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2030 Fund (a) | N/A | N/A | N/A |
Adaptive Retirement 2035 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2040 Fund (a) | N/A | N/A | N/A |
Adaptive Retirement 2045 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2050 Fund (a) | N/A | N/A | N/A |
Adaptive Retirement 2055 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2060 Fund (a) | N/A | N/A | N/A |
MM Growth Strategies Fund | 15,336,414 | $10,774,541 | N/A |
Pacific/Asia Fund | 2,101,261 | 1,466,562 | N/A |
Select Large Cap Growth Fund | 32,224,821 | 27,503,236 | N/A |
Solutions Aggressive Portfolio (c) | N/A | N/A | N/A |
Solutions Conservative Portfolio (c) | N/A | N/A | N/A |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 2,601,726 | 1,850,973 | N/A |
Corporate Income Fund | 5,913,133 | 4,120,977 | N/A |
MM Directional Alternative Strategies Fund | 8,637,630 (d) | N/A | N/A |
Multi-Asset Income Fund | 767,760 | 387,936 | N/A |
Small Cap Value Fund I | 5,104,454 | 4,030,575 | N/A |
Total Return Bond Fund | 13,987,904 | 10,476,193 | N/A |
U.S. Treasury Index Fund | 3,182,138 | 1,480,882 | N/A |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 8,000,497 | 2,017,753 | N/A |
Alternative Beta Fund | 2,938,737 | 1,360,397 | N/A |
Diversified Absolute Return Fund | 1,158,838 | 1,189,076 | N/A |
Dividend Income Fund | 54,720,306 | 31,592,477 | N/A |
HY Municipal Fund | 4,668,440 | 3,193,770 | N/A |
For Funds with fiscal period ending July 31 | |||
AMT-Free OR Intermediate Muni Bond Fund | 2,152,358 | 1,434,255 | N/A |
Large Cap Growth Fund | 22,327,952 | 14,487,605 | N/A |
Tax-Exempt Fund | 17,289,123 | 11,938,008 | N/A |
U.S. Social Bond Fund | 177,410 | 98,416 | N/A |
Ultra Short Term Bond Fund | 4,331,299 | 2,387,448 | N/A |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | 37,000,407 | 18,729,563 | N/A |
Contrarian Core Fund | 62,449,221 | 32,688,864 | N/A |
Disciplined Small Core Fund | 2,120,260 | 1,772,071 | N/A |
Emerging Markets Fund | 13,852,430 | 8,354,982 | N/A |
Statement of Additional Information – May 1, 2018 | 91 |
Management Services Fees | |||
2017 | 2016 | 2015 | |
Global Dividend Opportunity Fund | $4,563,064 | $3,221,310 | N/A |
Global Energy and Natural Resources Fund | 1,792,602 | 1,170,361 | N/A |
Global Technology Growth Fund | 5,448,440 | 2,823,794 | N/A |
Greater China Fund | 1,044,824 | 727,251 | N/A |
Mid Cap Growth Fund | 13,635,837 | 9,262,706 | N/A |
MM Alternative Strategies Fund | 6,656,052 | 5,482,144 | N/A |
MM Small Cap Equity Strategies Fund | 8,560,553 | 7,075,706 | N/A |
MM Total Return Bond Strategies Fund | 30,955,796 | 18,227,573 | N/A |
Small Cap Growth Fund I | 3,547,326 | 2,314,637 | N/A |
Strategic Income Fund | 15,719,912 (e) | 10,820,358 | N/A |
For Funds with fiscal period ending October 31 | |||
AMT-Free CT Intermediate Muni Bond Fund | 629,541 | 505,837 | N/A |
AMT-Free Intermediate Muni Bond Fund | 9,519,597 | 7,342,461 | N/A |
AMT-Free MA Intermediate Muni Bond Fund | 1,209,330 | 933,954 | N/A |
AMT-Free NY Intermediate Muni Bond Fund | 1,183,001 | 920,201 | N/A |
Strategic CA Municipal Income Fund | 2,411,432 | 1,731,638 | N/A |
Strategic NY Municipal Income Fund | 1,028,510 | 713,605 | N/A |
For Funds with fiscal period ending December 31 | |||
Real Estate Equity Fund | 3,484,436 | 2,757,449 | N/A |
(a) | The Fund commenced operations on October 24, 2017, and therefore has no reporting information for periods prior to such date. |
(b) | No historical information is given for the Fund because the Fund had not commenced operations as of the date of this SAI. |
(c) | The Fund commenced operations on October 24, 2017. The Solutions Series Funds do not pay a management services fee. |
(d) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(e) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Statement of Additional Information – May 1, 2018 | 92 |
Investment Advisory Services Fees | |||||
Fund | |||||
For Funds with fiscal period ending January 31 | 2017 | 2016 | 2015 | ||
Diversified Real Return Fund | $2,260 | $6,504 | $6,813 (a) | ||
For Funds with fiscal period ending March 31 | 2017 | 2016 | 2015 | ||
MM Growth Strategies Fund | N/A | $4,662,175 | $11,264,268 | ||
Pacific/Asia Fund | N/A | $772,948 | $2,337,343 | ||
Select Large Cap Growth Fund | N/A | $14,071,760 | $40,020,937 | ||
For Funds with fiscal period ending April 30 | 2017 | 2016 | 2015 | ||
Bond Fund | N/A | $890,053 | $3,091,167 | ||
Corporate Income Fund | N/A | $2,057,083 | $6,174,639 | ||
Multi-Asset Income Fund | N/A | $184,801 | $47,483 (b) | ||
Small Cap Value Fund I | N/A | $2,410,692 | $9,230,465 | ||
Total Return Bond Fund | N/A | $4,803,822 | $15,122,287 | ||
U.S. Treasury Index Fund | N/A | $134,417 | $325,652 | ||
For Funds with fiscal period ending May 31 | 2017 | 2016 | 2015 | ||
Adaptive Risk Allocation Fund | N/A | $869,670 | $1,474,567 | ||
Alternative Beta Fund | N/A | $674,446 | $642,780 (c) | ||
Diversified Absolute Return Fund | N/A | $402,600 | $320,186 (d) | ||
Dividend Income Fund | N/A | $15,277,338 | $47,320,865 | ||
HY Municipal Fund | N/A | $1,326,979 | $3,742,648 | ||
For Funds with fiscal period ending July 31 | 2017 | 2016 | 2015 | ||
AMT-Free OR Intermediate Muni Bond Fund | N/A | $599,072 | $1,802,859 | ||
Large Cap Growth Fund | N/A | $6,999,213 | $20,114,401 | ||
Tax-Exempt Fund | N/A | $5,125,319 | $15,029,336 | ||
U.S. Social Bond Fund | N/A | $33,567 | $26,951 (e) | ||
Ultra Short Term Bond Fund | N/A | $1,224,265 | $4,102,773 | ||
For Funds with fiscal period ending August 31 | 2017 | 2016 | 2015 | ||
Balanced Fund | N/A | $6,697,690 | $15,376,747 | ||
Contrarian Core Fund | N/A | $12,844,105 | $33,944,896 | ||
Disciplined Small Core Fund | N/A | $1,296,456 | $7,204,789 | ||
Emerging Markets Fund | N/A | $3,910,352 | $14,725,495 | ||
Global Dividend Opportunity Fund | N/A | $1,654,873 | $5,854,673 | ||
Global Energy and Natural Resources Fund | N/A | $555,215 | $2,082,111 | ||
Global Technology Growth Fund | N/A | $1,315,278 | $2,604,481 | ||
Greater China Fund | N/A | $405,805 | $1,277,028 | ||
Mid Cap Growth Fund | N/A | $4,700,583 | $15,395,981 | ||
MM Alternative Strategies Fund | N/A | $2,594,022 | $7,820,583 |
Statement of Additional Information – May 1, 2018 | 93 |
Investment Advisory Services Fees | |||||
Fund | |||||
MM Small Cap Equity Strategies Fund | N/A | $3,830,983 | $6,947,679 | ||
MM Total Return Bond Strategies Fund | N/A | $7,029,420 | $19,958,476 | ||
Small Cap Growth Fund I | N/A | $1,248,693 | $5,347,823 | ||
Strategic Income Fund (f) | N/A | $4,071,702 | $10,818,719 | ||
For Funds with fiscal period ending October 31 | 2017 | 2016 | 2015 | ||
AMT-Free CT Intermediate Muni Bond Fund | N/A | $211,065 | $634,771 | ||
AMT-Free Intermediate Muni Bond Fund | N/A | $2,934,748 | $8,483,272 | ||
AMT-Free MA Intermediate Muni Bond Fund | N/A | $391,155 | $1,171,729 | ||
AMT-Free NY Intermediate Muni Bond Fund | N/A | $370,479 | $1,072,538 | ||
Strategic CA Municipal Income Fund | N/A | $701,751 | $1,959,863 | ||
Strategic NY Municipal Income Fund | N/A | $256,900 | $709,903 | ||
For Funds with fiscal period ending December 31 | 2017 | 2016 | 2015 | ||
Real Estate Equity Fund | N/A | $1,126,073 | $3,776,529 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(c) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(d) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(e) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
(f) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. |
Statement of Additional Information – May 1, 2018 | 94 |
Statement of Additional Information – May 1, 2018 | 95 |
Fund | Subadviser |
Parent
Company/Other Information |
Fee Schedule |
For Funds with fiscal period ending July 31 | |||
U.S. Social Bond Fund |
Threadneedle
(since commencement of operations) |
A | 0.16% for all assets |
For Funds with fiscal period ending August 31 | |||
MM Alternative Strategies Fund |
AQR
(since commencement of operations) |
C | 0.65% on the first $500 million declining to 0.50% as assets increase (b) |
Manulife (effective September 13, 2017) | N | 0.35% on the first $20 million declining to 0.25% as assets increase | |
TCW
(effective March 29, 2017) |
E | 0.30% on the first $500 million declining to 0.15% as assets increase | |
Water
Island
(since commencement of operations) |
D | 0.70% on the first $50 million declining to 0.60% as assets increase | |
MM Small Cap Equity Strategies Fund |
BMO
(c)
(effective May 1, 2017) |
I | 0.30% on the first $200 million, declining to 0.20% as assets increase (b) |
Conestoga
(effective October 1, 2012) |
F | 0.48% on all assets | |
DGHM
(since commencement of operations) |
G | 0.65% of the first $50 million declining to 0.35% as assets increase up to $200 million, thereafter 0.45% | |
EAM
(since commencement of operations) |
H | 0.50% of the first $100 million declining to 0.40% as assets increase | |
MM Total Return Bond Strategies Fund |
Loomis
Sayles
(effective April 11, 2016) |
B | 0.15% on the first $500 million and 0.08% as assets increase |
PGIM
Fixed Income
(effective May 16, 2016) |
J | 0.20% on the first $300 million declining to 0.09% as assets increase | |
TCW
(since commencement of operations) |
E | 0.18% on the first $500 million declining to 0.05% as assets increase (b) |
(a) | The Fund invests substantially all of its assets in affiliated underlying funds, for which the Investment Manager is not paid management services fees and, therefore, the subadvisory fee rate is 0.00%. |
(b) | The fee is calculated based on the combined net assets of certain Columbia Funds subject to the subadviser’s investment management. |
Statement of Additional Information – May 1, 2018 | 96 |
Subadvisory Fees Paid | ||||
Fund | Subadviser | 2017 | 2016 | 2015 |
For Funds with fiscal period ending March 31 | ||||
MM Growth Strategies Fund | LA Capital | $109,687 (a) | N/A | N/A |
Loomis Sayles | 2,801,226 | $2,082,561 | $713,550 |
Statement of Additional Information – May 1, 2018 | 97 |
Subadvisory Fees Paid | ||||
Fund | Subadviser | 2017 | 2016 | 2015 |
For Funds with fiscal period ending April 30 | ||||
MM Directional Alternative Strategies Fund | Analytic Investors | $1,049,495 (b) | N/A | N/A |
AQR | 1,461,835 (b) | N/A | N/A | |
Boston Partners | 2,079,058 (b) | N/A | N/A | |
For Funds with fiscal period ending August 31 | ||||
MM Alternative Strategies Fund | AQR | 1,645,635 | $1,935,948 | $1,855,699 |
TCW (c) | 186,845 | N/A | N/A | |
Wasatch | 194,138 | 1,433,722 | 1,546,847 | |
Water Island | 1,672,157 | 1,558,201 | 1,549,211 | |
MM Small Cap Equity Strategies Fund | BMO | 557,267 | 601,312 | N/A |
Conestoga | 878,850 | 1,210,731 | 894,675 | |
DGHM | 857,735 | 1,156,275 | 907,318 | |
EAM | 854,606 | 1,022,250 | 875,997 | |
MM Total Return Bond Strategies Fund |
Former
subadviser:
Federated (through May 13, 2016) |
N/A | 972,639 | 1,321,671 |
Loomis Sayles | 1,413,796 | 506,365 (d) | N/A | |
PGIM | 2,193,440 | 613,465 (e) | N/A | |
TCW | 1,419,650 | 1,540,587 | 1,577,344 |
(a) | For the period from February 7, 2017 to March 31, 2017. |
(b) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(c) | The subadviser began managing the Fund after its last fiscal year end; therefore there are no fees to report. |
(d) | For the period from April 11, 2016 to August 31, 2016. |
(e) | For the period from May 16, 2016 to August 31, 2016. |
Statement of Additional Information – May 1, 2018 | 98 |
Statement of Additional Information – May 1, 2018 | 99 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Adaptive Retirement 2050 Fund | Jeffrey Knight (e) |
26
RICs
1 PIV 9 other accounts |
$72.43
billion
$10.98 million $4.87 million |
None | None |
Columbia
Management |
Columbia
Management |
Joshua Kutin (e) |
14
RICs
1 PIV 8 other accounts |
$9.50
billion
$10.98 million $40.68 million |
None | None | |||
Alex Wilkinson (e) |
2
RICs
1 other account |
$351.82
million
$0.004 million |
None | None | |||
Adaptive Retirement 2055 Fund | Jeffrey Knight (k) |
35
RICs
1 PIV 5 other accounts |
$77.43
billion
$11.72 million $1.66 million |
None | None |
Columbia
Management |
Columbia
Management |
Joshua Kutin (k) |
21
RICs
1 PIV 8 other accounts |
$10.46
billion
$11.72 million $36.65 million |
None | None | |||
Alex Wilkinson (k) |
9
RICs
1 other account |
$390.94
million
$0.008 million |
None | None | |||
Adaptive Retirement 2060 Fund | Jeffrey Knight (e) |
26
RICs
1 PIV 9 other accounts |
$72.43
billion
$10.98 million $4.87 million |
None | None |
Columbia
Management |
Columbia
Management |
Joshua Kutin (e) |
14
RICs
1 PIV 8 other accounts |
$9.50
billion
$10.98 million $40.68 million |
None | None | |||
Alex Wilkinson (e) |
2
RICs
1 other account |
$351.82
million
$0.004 million |
None | None |
Statement of Additional Information – May 1, 2018 | 100 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
MM
Growth Strategies
Fund |
Columbia
Management:
Thomas M. Galvin |
6 RICs 3 PIVs 1332 other accounts |
$5.05 billion $494.09 million $4.34 billion |
3 other accounts ($0.89 B) |
None |
Columbia Management |
Columbia Management |
Richard A. Carter |
6
RICs
3 PIVs 1333 other accounts |
$5.05
billion
$494.09 million $4.33 billion |
3
other
accounts ($0.89 B) |
None | |||
Todd D. Herget |
6
RICs
3 PIVs 1336 other accounts |
$5.05
billion
$494.09 million $4.33 billion |
3
other
accounts ($0.89 B) |
None | |||
Loomis
Sayles:
Aziz Hamzaogullari |
16 RICs 13 PIVs 95 other accounts |
$17.05 billion $2.66 billion $12.29 billion |
1 PIV ($543 M) |
None |
Loomis Sayles |
Loomis Sayles |
|
Los
Angeles Capital:
Thomas Stevens |
14 RICs 12 PIVs 38 other accounts |
$4.95 billion $4.88 billion $14.47 billion |
1 RIC ($2.38 B) 4 PIVs ($2.87 B) 5 other accounts ($8.31 B) |
None |
Los Angeles Capital |
Los Angeles Capital |
|
Hal Reynolds |
13
RICs
12 PIVs 38 other accounts |
$4.87
billion
$4.88 billion $14.47 billion |
1
RIC ($2.38 B)
4 PIVs ($2.87 B) 5 other accounts ($8.31 B) |
None | |||
Daniel Allen |
10
RICs
12 PIVs 38 other accounts |
$1.77
billion
$4.88 billion $14.47 billion |
4
PIVs ($2.87 B)
5 other accounts ($8.31 B) |
None | |||
Daniel Arche |
1
RIC
5 PIVs 14 other accounts |
$536.24
million
$3.1 billion $1.86 billion |
2 PIVs ($2.21 B) | None | |||
Pacific/
Asia Fund |
Jasmine
(Weili)
Huang |
4
RICs
1 PIV 12 other accounts |
$2.05
billion
$608.28 million $103.09 million |
None |
$10,001
–
$50,000 (b) |
Columbia
Management |
Columbia
Management |
Daisuke Nomoto |
2
RICs
1 PIV 3 other accounts |
$763.19
million
$114.68 million $0.89 million |
None |
$100,001
–
$500,000 (b) $50,001 – $100,000 (a) |
|||
Christine Seng |
1
PIV
1 other account |
$46.94
million
$25.46 million |
None | None (c) | Threadneedle | Threadneedle |
Statement of Additional Information – May 1, 2018 | 101 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Select
Large
Cap Growth Fund |
Thomas M. Galvin |
6
RICs
3 PIVs 1332 other accounts |
$1.26
billion
$494.09 million $4.34 billion |
3
other
accounts ($0.89 B) |
Over
$1,000,000 (a) $100,001 – $500,000 (b) |
Columbia
Management |
Columbia
Management |
Richard A. Carter |
6
RICs
3 PIVs 1333 other accounts |
$1.26
billion
$494.09 million $4.33 billion |
3
other
accounts ($0.89 B) |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
|||
Todd D. Herget |
6
RICs
3 PIVs 1336 other accounts |
$1.26
billion
$494.09 million $4.33 billion |
3
other
accounts ($0.89 B) |
$500,001
–
$1,000,000 (b) |
|||
Solutions Aggressive Portfolio | Jeffrey Knight (e) |
26
RICs
1 PIV 9 other accounts |
$72.43
billion
$10.98 million $4.87 million |
None | None | Columbia Management | Columbia Management |
Joshua Kutin (e) |
14
RICs
1 PIV 8 other accounts |
$9.50
billion
$10.98 million $40.68 million |
None | None | |||
Alex Wilkinson (e) |
2
RICs
1 other account |
$351.82
million
$4,316.14 |
None | None | |||
Solutions Conservative Portfolio | Jeffrey Knight (e) |
26
RICs
1 PIV 9 other accounts |
$72.43
billion
$10.98 million $4.87 million |
None | None | Columbia Management | Columbia Management |
Joshua Kutin (e) |
14
RICs
1 PIV 8 other accounts |
$9.50
billion
$10.98 million $40.68 million |
None | None | |||
Alex Wilkinson (e) |
2
RICs
1 other account |
$351.82
million
$4,316.14 |
None | None | |||
For Funds with fiscal year ending April 30 – Information is as of April 30, 2017, unless otherwise noted | |||||||
Bond Fund | Gene Tannuzzo (f) |
7
RICs
74 other accounts |
$5.37
billion
$1.24 billion |
None | None |
Columbia
Management |
Columbia
Management |
Jason Callan |
9
RICs
7 PIVs 4 other accounts |
$14.39
billion
$15.42 billion $0.95 million |
None | None | |||
Corporate
Income Fund |
Tom Murphy |
12
RICs
29 PIVs 35 other accounts |
$1.92
billion
$34.67 billion $5.18 billion |
None | None |
Columbia
Management |
Columbia
Management |
Tim Doubek |
10
RICs
1 PIV 34 other accounts |
$1.89
billion
$0.62 million $4.85 billion |
None |
$10,001
–
$50,000 (b) |
Statement of Additional Information – May 1, 2018 | 102 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
MM
Directional
Alternative Strategies Fund |
Boston
Partners:
Joseph Feeney |
5 RICs 2 other accounts |
$8.49 billion $57.29 million |
None |
None |
Boston Partners |
Boston Partners |
Eric Connerly |
2
RICs
|
$6.62 billion | None | None | |||
AQR:
Michele Aghassi |
21 RICs 22 PIVs 18 other accounts |
$9.51 billion $12.19 billion $6.12 billion |
16 PIVs ($7.84 B) 6 other accounts ($2.04 B) |
None |
AQR |
AQR |
|
Andrea Frazzini |
39
RICs
34 PIVs 40 other accounts |
$19.69
billion
$18.95 billion $18.18 billion |
26
PIVs
($15.27 B) 12 other accounts ($2.84 B) |
None | |||
Jacques Friedman |
48
RICs
51 PIVs 121 other accounts |
$29.51
billion
$26.37 billion $62.5 billion |
39
PIVs
($20.62 B) 40 other accounts ($17.52 B) |
None | |||
Analytic
Investors:
Harindra de Silva |
15 RICs 18 PIVs 31 other accounts |
$7.11 billion $2.18 billion $7.58 billion |
3 PIVs ($244.30 M) 2 other accounts ($293.80 M) |
None |
Analytic Investors |
Analytic Investors |
|
Dennis Bein |
12
RICs
17 PIVs 30 other accounts |
$3.23
billion
$2.18 billion $7.25 billion |
3
PIVs
($244.30 M) 2 other accounts ($293.80 M) |
None | |||
David Krider |
3
RICs
11 PIVs 11 other accounts |
$1.21
billion
$1.73 billion $2.15 billion |
1
PIV
($169.30 M) 1 other account ($32.70 M) |
None | |||
Multi-Asset
Income Fund |
Jeffrey Knight |
25
RICs
2 PIVs 7 other accounts |
$70.35
billion
$16.85 million $4.21 million |
None |
$500,001
–
$1,000,000 (b) |
Columbia
Management |
Columbia
Management |
Anwiti Bahuguna |
20
RICs
22 PIVs 16 other accounts |
$67.57
billion
$2.59 billion $100 million |
None | None | |||
Dan Boncarosky |
8
RICs
7 other accounts |
$5.93
billion
$3.06 million |
None |
$1
–
$10,000 (b) |
|||
Joshua Kutin |
13
RICs
2 PIVs 8 other accounts |
$8.71
billion
$16.85 million $37.82 million |
None | None | |||
Small
Cap
Value Fund I |
Jeremy Javidi |
1
RIC
1 PIV 9 other accounts |
$372.42
million
$163.46 million $42.51 million |
None |
$500,001
–
$1,000,000 (a) $50,001 – $100,000 (b) |
Columbia
Management |
Columbia
Management |
Statement of Additional Information – May 1, 2018 | 103 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Total
Return
Bond Fund |
Gene Tannuzzo (f) |
7
RICs
74 other accounts |
$5.37
billion
$1.24 billion |
None |
$1
–
$10,000 (a) |
Columbia
Management |
Columbia
Management |
Jason Callan |
9
RICs
7 PIVs 4 other accounts |
$12.41
billion
$15.42 billion $0.95 million |
None | None | |||
U.S.
Treasury
Index Fund |
Alan Erickson | 38 other accounts | $942.60 million | None | $1–$10,000 (b) |
Columbia
Management |
Columbia
Management |
For Funds with fiscal year ending May 31 – Information is as of May 31, 2017, unless otherwise noted | |||||||
Adaptive
Risk
Allocation Fund |
Jeffrey L. Knight |
25
RICs
1 PIV 7 other accounts |
$69.30
billion
$13.86 million $4.30 million |
None |
$500,001
–
$1,000,000 (b) |
Columbia
Management; Columbia Management – FoF |
Columbia
Management |
Joshua Kutin |
13
RICS
1 PIV 8 other accounts |
$7.02
billion
$13.86 million $38.99 million |
None |
$50,001
–
$100,000 (b) |
|||
Alternative
Beta Fund |
Jeffrey L. Knight |
25
RICs
1 PIV 7 other accounts |
$70.78
billion
$13.86 million $4.30 million |
None | None |
Columbia
Management |
Columbia
Management |
William Landes |
4
other
accounts |
$42.75 million | None |
over
$1,000,000 (a) |
|||
Marc Khalamayzer |
6
RICs
4 other accounts |
$40.33
million
$38.41 million |
None | $1-$10,000 (b) | |||
Joshua Kutin |
13
RICs
1 PIV 8 other accounts |
$8.50
billion
$13.86 million $38.99 million |
None |
$50,001
–
$100,000 (b) |
|||
Diversified
Absolute Return Fund |
Jeffrey L. Knight |
25
RICs
1 PIV 7 other accounts |
$71.25
billion
$13.86 million $4.30 million |
None |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
Columbia
Management |
Columbia
Management |
Brian Virginia |
13
RICs
8 other accounts |
$62.55
billion
$2.41 million |
None |
$10,001
–
$50,000 (b) |
|||
Joshua Kutin |
13
RICs
1 PIV 8 other accounts |
$8.97
billion
$13.86 million $38.99 million |
None | None | |||
Alex Wilkinson |
1
RIC
2 other accounts |
$272.95
million
$4,163.00 |
None | None |
Statement of Additional Information – May 1, 2018 | 104 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Dividend
Income Fund |
Michael
S.
Barclay |
2
RICs
2 PIVs 65 other accounts |
$776.48
million
$741.75 million $1.31 billion |
None |
$100,001
–
$500,000 (a) $50,001 – $100,000 (b) |
Columbia
Management |
Columbia
Management |
Scott L. Davis |
2
RICs
2 PIVs 68 other accounts |
$776.48
million
$741.75 million $1.38 billion |
None |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
|||
Peter Santoro |
6
RICs
2 PIVs 61 other accounts |
$2.62
billion
$741.75 million $1.78 billion |
None |
$10,001
–
$50,000 (a) $10,001 – $50,000 (b) |
|||
High
Yield
Municipal Fund |
Chad
H.
Farrington |
2
RICs
10 other accounts |
$994.64
million
$185.19 million |
None |
$10,001
–
$50,000 (a) $10,001 – $50,000 (b) |
Columbia
Management |
Columbia
Management |
Catherine Stienstra |
5
RICs
2 PIVs 3 other accounts |
$3.77
billion
$1.76 billion $0.72 million |
None |
$10,001
–
$50,000 (b) |
|||
For Funds with fiscal year ending July 31 – Information is as of July 31, 2017, unless otherwise noted | |||||||
AMT-Free
OR
Intermediate Muni Bond Fund |
Paul Fuchs |
10
RICs
6 other accounts |
$3.67
billion
$1.69 million |
None | None | Columbia Management | Columbia Management |
Deborah Vargo (d) | 126 other accounts | $1.66 billion | None | None | |||
Large
Cap
Growth Fund |
Peter
R.
Deininger |
2
RICs
8 other accounts |
$3.51
billion
$285.09 million |
None |
$100,001
–
$500,000 (b) |
Columbia
Management |
Columbia
Management |
John T. Wilson |
2
RICs
10 other accounts |
$3.51
billion
$299.46 million |
None |
over
$1,000,000 (a) $100,001 – $500,000 (b) |
|||
Tchintcia S. Barros |
2
RICs
7 other accounts |
$3.51
billion
$284.66 million |
None |
$10,001
–
$50,000 (b) |
|||
Tax-Exempt
Fund |
Kimberly
A.
Campbell |
19
other
accounts |
$31.28
million
|
None |
$100,001
–
$500,000 (a)(l) $10,001 – $50,000 (b) |
Columbia
Management |
Columbia
Management |
James Dearborn |
1
RIC
5 other accounts |
$41.75
million
$1.27 million |
None |
$100,001
–
$500,000 (a) $10,001 – $50,000 (b) |
|||
U.S.
Social
Bond Fund |
James Dearborn |
1
RIC
5 other accounts |
$3.80
billion
$1.27 million |
None |
$100,001
–
$500,000 (a) $50,001 – $100,000 (b) |
Columbia
Management |
Columbia
Management |
Chad Farrington |
2
RICs
10 other accounts |
$1.78
billion
$175.43 million |
None |
$10,001
–
$50,000 (b) |
|||
Tom Murphy |
12
RICs
28 PIVs 37 other accounts |
$3.12
billion
$34.94 billion $5.32 billion |
None | None |
Statement of Additional Information – May 1, 2018 | 105 |
Statement of Additional Information – May 1, 2018 | 106 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Emerging
Markets Fund |
Robert
B.
Cameron |
2
RICs
1 PIV 9 other accounts |
$828.09
million
$652.61 million $127.51 million |
None |
$100,001
–
$500,000 (b) |
Columbia
Management |
Columbia
Management |
Jasmine
(Weili)
Huang |
4
RICs
1 PIV 12 other accounts |
$1.17
billion
$652.61 million $127.02 million |
None |
$10,001
–
$50,000 (b) |
|||
Dara J. White |
2
RICs
1 PIV 7 other accounts |
$828.09
million
$652.61 million $130.07 million |
None |
$500,001
–
$1,000,000 (a) $100,001 – $500,000 (b) |
|||
Young Kim |
2
RICs
1 PIV 8 other accounts |
$828.09
million
$652.61 million $126.69 million |
None | $50,001-$100,000 (b) | |||
Perry Vickery |
2
RICs
1 PIV 11 other accounts |
$828.09
million
$652.61 million $128.13 million |
None |
$100,001
–
$500,000 (a) $10,001 – $50,000 (b) |
|||
Global
Dividend Opportunity Fund |
Jonathan Crown |
1
PIV
5 other accounts |
$2.32
billion
$2.70 billion |
None | None | Threadneedle | Threadneedle |
Georgina Hellyer (g) | 1 other account | $55.00 million | None | None (c) | |||
Global
Energy
and Natural Resources Fund |
Josh Kapp |
1
PIV
5 other accounts |
$18.53
million
$1.82 million |
None | None |
Columbia
Management |
Columbia
Management |
Global
Technology Growth Fund |
Rahul Narang |
3
RICs
7 other accounts |
$1.23
billion
$6.16 million |
None |
$100,001
–
$500,000 (b) |
Columbia
Management |
Columbia
Management |
Greater
China
Fund |
Jasmine
(Weili)
Huang |
4
RICs
1 PIV 12 other accounts |
$2.41
billion
$652.61 million $127.02 million |
None |
$10,001
–
$50,000 (b) |
Columbia
Management |
Columbia
Management |
Mid
Cap
Growth Fund |
Matthew Litfin (j) |
4
RICs
6 other accounts |
$5.88
billion
$4.8 million |
None | None |
Columbia
WAM |
Columbia
WAM |
Erika Maschmeyer (j) |
4
other
accounts |
$509,889 | None | None | |||
John Emerson (j) |
4
other
accounts |
$830,000 | None | None |
Statement of Additional Information – May 1, 2018 | 107 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
MM
Alternative Strategies
Fund |
AQR:
Clifford S. Asness |
39 RICs 52 PIVs 77 other accounts |
$26.57 billion $30.99 billion $40.14 billion |
43 PIVs ($25.05 B) 28 other accounts ($11.69B) |
None |
AQR |
AQR |
Brian K. Hurst |
13
RICs
60 PIVs 22 other accounts |
$18.49
billion
$36.15 billion $13.86 billion |
52
PIVs
($29.98 B) 6 other accounts ($5.23 B) |
None | |||
John M. Liew |
21
RICs
40 PIVs 32 other accounts |
$21.99
billion
$24.54 billion $17.07 billion |
34
PIVs
($18.4 B) 11 other accounts ($6.22 B) |
None | |||
Yao Hua Ooi |
12
RICs
49 PIVs 3 other accounts |
$18.29
billion
$27.95 billion $1.29 billion |
44
PIVs
($24.36 B) 2 other accounts ($1.01 B) |
None | |||
Ari Levine |
7
RICs
42 PIVs 9 other accounts |
$13.62
billion
$28.08 billion $4.97 billion |
39
PIVs
($23.88 B) 3 other accounts ($1.5 B) |
None |
Statement of Additional Information – May 1, 2018 | 108 |
Statement of Additional Information – May 1, 2018 | 109 |
Statement of Additional Information – May 1, 2018 | 110 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
MM Total Return Bond Strategies Fund |
Loomis
Sayles:
Christopher Harms |
3 RICs 4 PIVs 151 other accounts |
$1.25 billion $1.68 billion $13.18 billion |
None |
None |
Loomis Sayles |
Loomis Sayles |
Clifton Rowe |
3
RICs
5 PIVs 145 other accounts |
$1.25
billion
$1.71 billion $13.41 billion |
None | None | |||
Kurt Wagner |
3
RICs
9 PIVs 165 other accounts |
$1.25
billion
$11.24 billion $17.57 billion |
2
other
accounts ($4.72 B) |
None | |||
PGIM:
Michael Collins |
29 RICs 13 PIVs 76 other accounts |
$61.88 billion $10.54 billion $23 billion |
None |
None |
PGIM |
PGIM |
|
Robert Tipp |
24
RICs
19 PIVs 89 other accounts |
$34.75
billion
$8.23 billion $22.21 billion |
1
PIV
|
None | |||
Richard Piccirillo |
38
RICs
27 PIVs 132 other accounts |
$53.26
billion
$12.68 billion $53.51 billion |
2 PIVs | None | |||
Gregory Peters |
14
RICs
11 PIVs 40 other accounts |
$46.76
billion
$4.77 billion $22.06 billion |
None | None | |||
MM Total Return Bond Strategies Fund (continued) |
TCW:
Tad Rivelle |
30 RICs 51 PIVs 240 other accounts |
$116.07 billion $12.2 billion $38.81 billion |
24 PIVs ($1.61 B) 8 other accounts ($3.98 B) |
None |
TCW |
TCW |
Stephen M. Kane |
33
RICs
55 PIVs 240 other accounts |
$108
billion
$13.76 billion $38.81 billion |
24
PIVs
($1.61 B) 8 other accounts ($3.98 B) |
None | |||
Laird
R.
Landmann |
30
RICs
51 PIVs 240 other accounts |
$107.84
billion
$ 12.23 billion $38.81 billion |
24
PIVs
($1.61 B) 8 other accounts ($3.98 B) |
None | |||
Bryan Whalen |
28
RICs
50 PIVs 240 other accounts |
$116.05
billion
$12.1 billion $38.81 billion |
24
PIVs
($1.61 B) 8 other accounts ($3.98 B) |
None |
Statement of Additional Information – May 1, 2018 | 111 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Small
Cap
Growth Fund I |
Daniel Cole |
1
RIC
6 other accounts |
$28.93
million
$3.88 million |
None | $10,001-$50,000 (b) |
Columbia
Management |
Columbia
Management |
Wayne
M.
Collette |
1
RIC
1 PIV 6 other accounts |
$28.93
million
$4.60 million $5.08 million |
None | $10,001-$50,000 (b) | |||
Lawrence W. Lin |
1
RIC
1 PIV 9 other accounts |
$28.93
million
$4.60 million $2.38 million |
None |
$10,001
–
$50,000 (a) $1–$10,000 (b) |
|||
Strategic
Income Fund |
Jason Callan (f) |
9
RICs
7 PIVs 4 other accounts |
$14.85
billion
$15.48 billion $0.84 million |
None | None |
Columbia
Management |
Columbia
Management |
Colin Lundgren |
2
RICs
71 other accounts |
$1.40
billion
$1.20 billion |
None |
$100,001
–
$500,000 (b) |
|||
Gene Tannuzzo |
4
RICs
76 other accounts |
$1.61
billion
$1.24 billion |
None |
$100,001
–
$500,000 (a) $100,001 – $500,000 (b) |
|||
For Funds with fiscal year ending October 31 – Information is as of October 31, 2017, unless otherwise noted | |||||||
AMT-Free
CT
Intermediate Muni Bond Fund |
Paul F. Fuchs |
10
RICs
4 other accounts |
$3.93
billion
$1.96 million |
None | None |
Columbia
Management |
Columbia
Management |
Deborah Vargo (f) | 127 other accounts | $1.68 billion | 124 Other Accounts - $1.66B | None | |||
AMT-Free
Intermediate Muni Bond Fund |
Paul F. Fuchs |
10
RICs
4 other accounts |
$2.09
billion
$1.96 million |
None |
$10,001
–
$50,000 (a)(m) $10,001 – $50,000 (b) |
Columbia
Management |
Columbia
Management |
Deborah Vargo (f) | 127 other accounts | $1.68 billion | 124 Other Accounts - $1.66B | None | |||
AMT-Free
MA
Intermediate Muni Bond Fund |
Paul F. Fuchs |
10
RICs
4 other accounts |
$3.80
billion
$1.96 million |
None |
$10,001
–
$50,000 (a)(m) |
Columbia
Management |
Columbia
Management |
Deborah Vargo (f) | 127 other accounts | $1.68 billion | 124 Other Accounts - $1.66B |
$1-$10,000
(a)
$1-$10,000 (b) |
|||
AMT-Free
NY
Intermediate Muni Bond Fund |
Paul F. Fuchs |
10
RICs
4 other accounts |
$3.81
billion
$1.96 million |
None | None |
Columbia
Management |
Columbia
Management |
Deborah Vargo (f) | 127 other accounts | $1.68 billion | 124 Other Accounts - $1.66B | None | |||
Strategic
CA Municipal Income
Fund |
Catherine
Stienstra |
5
RICs
2 PIVs 3 other accounts |
$4.07
billion
$1.76 billion $1.01 million |
None | None |
Columbia
Management |
Columbia
Management |
Anders Myhran |
3
RICs
2 PIVs 3 other accounts |
$2.21
billion
$1.76 billion $4.23 million |
None | None |
Statement of Additional Information – May 1, 2018 | 112 |
Other Accounts Managed (Excluding the Fund) |
Ownership
of Fund Shares |
Potential
Conflicts of Interest |
Structure
of Compensation |
||||
Fund |
Portfolio
Manager |
Number
and Type of Account* |
Approximate
Total Net Assets |
Performance-
Based Accounts** |
|||
Strategic
NY Municipal Income
Fund |
Catherine
Stienstra |
5
RICs
2 PIVs 3 other accounts |
$4.36
billion
$1.76 billion $1.01 million |
None | None |
Columbia
Management |
Columbia
Management |
Anders Myhran |
3
RICs
2 PIVs 3 other accounts |
$2.51
billion
$1.76 billion $4.23 million |
None | None | |||
For Funds with fiscal year ending December 31 – Information is as of December 31, 2017, unless otherwise noted | |||||||
Real
Estate
Equity Fund |
Arthur J. Hurley |
2
RIC
9 other accounts |
$166.15
million
$2.02 million |
None |
$1
–
$10,000 (a) $10,001 – $50,000 (b) |
Columbia
Management |
Columbia
Management |
* | RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle. |
** | Number and type of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts. |
(a) | Excludes any notional investments. |
(b) | Notional investments through a deferred compensation account. |
(c) | The Fund is available for sale only in the U.S. The portfolio managers do not reside in the U.S. and therefore do not hold any shares of the Fund. |
(d) | The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of September 30, 2017. |
(e) | The portfolio manager began managing the Fund on October 24, 2017 (commencement of operations); reporting information is provided as of August 31, 2017. |
(f) | The portfolio manager began managing the Fund after its last fiscal year end. |
(g) | The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of October 31, 2017. |
(h) | Reporting information is provided as of October 31, 2017. |
Statement of Additional Information – May 1, 2018 | 113 |
Analytic Investors : Analytic Investors and its officers, employees and beneficial owners shall be free from time to time to acquire, possess, manage, and dispose of securities or other investment assets for their own accounts, for the accounts of their families, for the account of any entity in which they have a beneficial interest or for the accounts of others for whom they may provide investment advisory, brokerage or other services (collectively, “Managed Accounts”), in transactions which may or may not correspond with transactions effected or positions held in the fund. It is understood that when Analytic Investors determines that it would be appropriate for the fund and one or more Managed Accounts to participate in an investment opportunity, Analytic Investors will seek to execute orders for the fund and for such Managed Accounts on a basis which it considers equitable, but that equality of treatment of the fund and other Managed Accounts is not assured. In such situations, Analytic Investors may (but is not be required to) place orders for the fund and each other Managed Account simultaneously and if all such orders are not filled at the same price, Analytic Investors may cause the fund and each Managed Account to pay or receive the average of the prices at which the orders were filled. If all such orders cannot be fully executed under prevailing market conditions, Analytic Investors may allocate the securities traded among the fund and other Managed Accounts in a manner which it considers equitable, taking into account the size of the order placed for the fund and each other Managed Account as well as any other factors which it deems relevant. |
Certain of the Managed Accounts that Analytic Investors advises may sell securities short, including securities with respect to which other Managed Accounts hold long positions. The portfolio managers and traders for these Managed Accounts are not separated from the rest of Analytic Investors’ investment personnel and therefore have access to full information about Analytic Investors’ investment research and the investment decisions and strategies being employed for the Managed Accounts. These Managed Accounts pay Analytic Investors management fees at rates comparable to and in some cases lower than those paid by the fund and other Managed Accounts. Analytic Investors also receives a significant share of any profits earned by certain of the Managed Accounts as incentive compensation. As a result, Analytic Investors may have a conflict between its own interests and the interests of other Analytic Investors investment advisory clients in managing the portfolios of certain of these Managed Accounts. |
AQR: Each of the portfolio managers is also responsible for managing other accounts in addition to the Fund, including other accounts of AQR, or its affiliates. Other accounts may include, without limitation, separately managed accounts for foundations, endowments, pension plans, and high net-worth families; registered investment companies; unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (such companies are commonly referred to as “hedge funds”); foreign investment companies; and may also include accounts or investments managed or made by the portfolio managers in a personal or other capacity (“Proprietary Accounts”). Management of other accounts in addition to the Fund can present certain conflicts of interest, as described below. From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other accounts (including, for purposes of this discussion, other Funds and Proprietary Accounts), on the other. The other accounts might have similar investment objectives or strategies as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund’s trades. A potential conflict of interest exists where portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund. |
A number of potential conflicts of interest may arise as a result of AQR’s or the portfolio manager’s management of a number of accounts with similar investment strategies. Often, an investment opportunity may be suitable for both the Fund and other accounts, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. In circumstances where the amount of total exposure to a strategy or investment type across accounts is, in the opinion of AQR, capacity constrained, the availability of the strategy or investment type for the Fund and other accounts may be reduced in AQR’s discretion. The Fund may therefore have reduced exposure to a capacity constrained strategy or investment type, which could adversely affect the Fund’s return. AQR is not obligated to allocate capacity pro rata and may take its financial interests into account when allocating capacity among the Fund and other accounts. Among other things, capacity constraints in a particular strategy or investment type could cause the Fund to close to all or certain new investors. |
Another conflict could arise where different account guidelines and/or differences within particular investment strategies lead to the use of different investment practices for portfolios with a similar investment strategy. AQR will not necessarily purchase or sell the same instruments at the same time or in the same direction (particularly if different accounts have different strategies), or in the same proportionate amounts for all eligible accounts (particularly if different accounts have materially different amounts of capital under management, different amounts of investable cash available, different investment restrictions, or different risk tolerances). As a result, although AQR manages numerous accounts and/or portfolios with similar or identical investment objectives, or may manage accounts with different objectives that trade in the |
Statement of Additional Information – May 1, 2018 | 114 |
same instruments, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account. AQR may, from time to time, implement new trading strategies or participate in new trading strategies for some but not all accounts, including the Fund. Strategies may not be implemented in the same manner among accounts where they are employed, even if the strategy is consistent with the objectives of such accounts. |
Whenever decisions are made to buy or sell investments by the Fund and one or more other accounts simultaneously, AQR or the portfolio managers may aggregate the purchases and sales of the investments and will allocate the transactions in a manner that it believes to be equitable under the circumstances. To this end, AQR has adopted policies and procedures that are intended to assure that investment opportunities are allocated equitably among accounts over time. As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts or the Fund may not be allocated the full amount of the investments sought to be traded. These aggregation and allocation policies could have a detrimental effect on the price or amount of the investments available to the Fund from time to time. Subject to applicable laws and/or account restrictions, AQR may buy, sell or hold securities for other accounts while entering into a different or opposite investment decision for the Fund. |
To the extent that the Fund holds interests in an issuer that are different (or more senior or junior) than those held by other accounts, AQR may be presented with investment decisions where the outcome would benefit one account and would not benefit or would harm the other account. Furthermore, it is possible that the Fund’s interest may be subordinated or otherwise adversely impacted by virtue of such other accounts’ involvement and actions relating to their investment. In addition, when the Fund and other accounts hold investments in the same issuer (including at the same place in the capital structure), the Fund may be prohibited by applicable law from participating in restructurings, work-outs or other activities related to its investment in the issuer. As a result, the Fund may not be permitted by law to make the same investment decisions as other accounts in the same or similar situations even if AQR believes it would be in the Fund’s best economic interests to do so. The Fund may be prohibited by applicable law from investing in an issuer (or an affiliate) that other accounts are also investing in or currently invest in even if AQR believes it would be in the best economic interests of the Fund to do so. Furthermore, entering into certain transactions that are not deemed prohibited by law when made may potentially lead to a condition that raises regulatory or legal concerns in the future. This may be the case, for example, with issuers that AQR considers to be at risk of default and restructuring or work-outs with debt holders, which may include the Fund and other accounts. In some cases, to avoid the potential of future prohibited transactions, AQR may avoid allocating an investment opportunity to the Fund that it would otherwise recommend, subject to AQR’s then-current allocation policy and any applicable exemptions. |
AQR and the Fund’s portfolio managers may also face a conflict of interest where some accounts pay higher fees to AQR than others, as they may have an incentive to favor accounts with the potential for greater fees. For instance, the entitlement to a performance fee in managing one or more accounts may create an incentive for AQR to take risks in managing assets that it would not otherwise take in the absence of such arrangements. Additionally, since performance fees reward AQR for performance in accounts which are subject to such fees, AQR may have an incentive to favor these accounts over those that have only fixed asset-based fees, such as the Fund, with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities. |
AQR has implemented specific policies and procedures (e.g., a code of ethics and trade allocation policies) that seek to address potential conflicts of interest that may arise in connection with the management of the Fund and other accounts and that are designed to ensure that all client accounts are treated fairly and equitably over time. |
BMO: A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Fund, which may have different investment guidelines and objectives. In addition to the Fund, these accounts may include other mutual funds managed on an advisory or subadvisory basis, separate accounts, and collective trust accounts. An investment opportunity may be suitable for a Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by a Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Fund, they may track the same benchmarks or indexes as the Fund tracks, and they may sell securities that are eligible to be held, sold or purchased by the Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager also may manage accounts whose investment objectives and policies differ from those of the Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including a Fund. |
To address and manage these potential conflicts of interest, BMO has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices, and oversight by investment management, and/or compliance departments. |
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Boston Partners: Boston Partners owes its clients a duty of loyalty and monitors situations in which the interests of its advisory clients may be in conflict with its own interests. Boston Partners identifies business practices that may cause a conflict of interest between it and its clients, discloses such conflicts of interest to clients and develops reasonable procedures to mitigate such conflicts. |
Boston Partners has identified the following potential conflicts of interest and the measures it uses to address these matters: |
Equitable
Treatment of Accounts
Boston Partners recognizes that potential conflicts may arise from the side-by-side management of registered investment companies and “investment accounts,” which include privately offered funds and separately managed accounts of individuals and institutional investors. Where Boston Partners’ separately managed accounts are charged performance fees, portfolio managers may be inclined to take investment risks that are outside the scope of such client’s investment objectives and strategy. In addition, since Boston Partners’ private investment funds charge performance fees and share those fees with portfolio managers, such portfolio managers may also be inclined to take additional investment risks. Boston Partners maintains a Trade Allocation and Aggregation Policy as well as a Simultaneous Management Policy to ensure that client accounts are treated equitably. The Compliance Department (“CD”) reviews allocations and dispersion regularly, and accounts within the same strategy are precluded from simultaneously holding a security long and short. There are certain circumstances that would permit a long/short portfolio to take a contra position in a security that is held in another strategy. This happens very infrequently and the contra position is generally not related to the fundamental views of the security (i.e. – initiating a long position in a security at year-end to take advantage of tax-loss selling as a short term investment, or initiating a position based solely on its relative weight in the benchmark to manage investment risk). However in certain situations, the investment constraints of a strategy, including but not limited to country, region, industry or benchmark, may result in a different investment thesis for the same security. Each situation is fully vetted and approved by the firm’s Chief Investment Officer or his designee. Risk Management performs periodic reviews to ensure the product complies with the investment strategy and defined risk parameters. |
Furthermore, since Boston Partners charges a performance fee on certain accounts, and in particular these accounts may receive “new issues” allocations, Boston Partners has a conflict of interest in allocating new issues to these accounts. Boston Partners maintains an IPO Allocation Policy and the CD assists in, and/or reviews, the allocation of new issues to ensure that IPOS are being allocated among all eligible accounts in an equitable manner. |
Utilizing
Brokerage to Advantage Boston Partners
Boston Partners does not place trades through affiliated brokers. Securities trades are executed through brokerage firms with which Boston Partners maintains other advantageous relationships, such as soft dollars. In these cases, the broker may expect commission business in return. Boston Partners has established a Trade Management Oversight Committee to evaluate brokerage services and to review commissions paid to brokers. In addition, Boston Partners maintains a Best Execution Policy and a Soft Dollar Policy to assist in its monitoring efforts. Boston Partners also identifies affiliates of the investment companies for which it acts as investment adviser or sub adviser to ensure it is trading in accordance with applicable rules and regulations. |
Directed
Brokerage
Boston Partners faces an inherent conflict since it is in a position to direct client transactions to a broker or dealer in exchange for distribution capacity. Boston Partners maintains policies which prohibit its traders from considering a broker-dealer’s distribution capacity for promoting or selling Boston Partners’ separate account services, mutual funds, or proprietary funds (collectively “Boston Partners’ Services”) during the broker selection process. Nor will Boston Partners compensate any broker either directly or indirectly by directing brokerage transactions to that broker for consideration in selling Boston Partners’ Services. |
Mixed Use
Allocations and Use of Soft Dollars to Benefit Adviser
Soft dollar services which have a “mixed use” allocation present a conflict of interest when determining the allocation between those services that primarily benefit Boston Partners’ clients and those that primarily benefit Boston Partners. In addition, a conflict of interest exists when Boston Partners uses soft dollars to pay expenses that would normally be paid by Boston Partners. Boston Partners has developed soft dollar policies which require it to make a good faith allocation of “mixed use” services and to document its analysis. In addition, the CD reviews all requests for soft dollars to ensure inclusion under the safe harbor of Section 28 (e) of the Securities Exchange Act of 1934 (the “Exchange Act”). |
Trade Errors
A conflict arises when an investment adviser requests a broker/dealer to absorb the cost of a trade error in return for increased trading and/or commissions. Boston Partners prohibits correcting a trade error for any quid pro quo with a broker and has procedures for the proper correction of trade errors. |
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Principal
Transactions
A principal transaction occurs when an investment adviser, acting for the account of itself or an affiliate buys a security from, or sells a security to a client. An inherent conflict of interest exists since an adviser has an opportunity to transfer unwanted securities from its account to a client's account, sell securities to a client’s account at prices above the market, or transfer more favorably priced securities from a client account to its account. Boston Partners generally does not permit the selling of a security from one client account and the purchasing of the same security in another client account if Boston Partners has a principal interest in one of the accounts at the time of the transaction. Additionally, Boston Partners requires that clients give consent by signing subscription agreements to purchase a pooled investment vehicle in which Boston Partners or a related entity has an interest. |
Cross Trades
Cross transactions between clients create an inherent conflict of interest because Boston Partners has a duty to obtain the most favorable price for both the selling client and the purchasing client. Boston Partners generally does not engage in cross trading, however Boston Partners has procedures to ensure that any cross trade is in the best interests of all clients. |
Affiliated
Investments
Potential conflicts exist if Boston Partners directs client investments into affiliated vehicles in order to increase the size of these vehicles and thereby increase its compensation by (a) lowering overall expenses of the vehicle, some of which Boston Partners may have responsibility for; (b) permitting greater marketing of the vehicle which will generate greater fee revenue for Boston Partners; or (c) allowing Boston Partners or an affiliate to redeem its investment capital in such vehicle. To mitigate any detriment to the client, Boston Partners has product suitability procedures and will obtain a client’s consent prior to investing client assets in an affiliated vehicle. |
Proprietary
Trading Opportunities
Employees are in a position to take investment opportunities for themselves or Boston Partners before such opportunities are executed on behalf of clients. Employees have a duty to advance Boston Partners’ client interests before Boston Partners interests or their personal interests. Boston Partners must assure that employees do not favor their own or Boston Partners’ accounts. The Code of Ethics (“the Code”) includes procedures on ethical conduct and personal trading, including preclearance and blackout procedures, to which all employees are subject. |
Insider
Trading/Non-Public Information
Employees are in a position to learn material nonpublic information. Such employees are in a position to trade in their personal accounts on such information, to the potential disadvantage of client accounts. The Code addresses insider trading including permissible activities. Employees certify, at least annually, that they are in compliance with the Code. |
Boston Partners periodically discusses securities which may be held in client accounts with external investment professionals when sourcing and analyzing investment ideas. These discussions may include but are not limited to economic factors, market outlook, sector and industry views, and general and/or specific information regarding securities. Discussion of specific securities creates a conflict which could disadvantage Boston Partners’ clients if the external parties were to act upon this information, including but not limited to front-running and scalping either particular securities or numerous securities in a similar sector to the extent such information is known about Boston Partners’ holdings. Boston Partners has policies prohibiting discussion of client investments for non-business purposes and has outlined permissible activities as well as certain other prohibitions when sourcing investment ideas for business purposes. |
Value-Added
Investors
A senior executive from a public company or a private company that is a hedge fund, broker-dealer, investment adviser, or investment bank, (collectively “VAIs”), may invest in Boston Partners’ private funds. A conflict exists if Boston Partners invests in companies affiliated with a VAI or if a VAI who works at a private company provide material non-public information to Boston Partners or vice versa. Both of these conflicts raise issues with respect to information sharing. Boston Partners has procedures to: i) identify these individuals through its annual outside businesses questionnaire, its annual compliance questionnaire, review of new account start-up documents, and its 5130 and 5131 questionnaires, and ii) monitor conflicts these persons present through its pre-trade compliance system and/or email surveillance. |
Selective
Disclosure
Selective disclosure occurs when material information is given to a single investor, or a limited group of investors, and not to all investors at the same time. This practice may allow one set of investors to profit on undisclosed information prior to giving others the same opportunity. In order to prevent this conflict of interest, Boston Partners has procedures regarding the dissemination of account holdings. |
Valuation of
Client Accounts
Because Boston Partners calculates its own advisory fees, it has an incentive to over-value such accounts to either increase the fees payable by the client, or to conceal poor performance for an incentive fee. Boston Partners has several safeguards in |
Statement of Additional Information – May 1, 2018 | 117 |
place to mitigate this conflict. Boston Partners has a policy for the valuation of securities. Boston Partners’ Operations Department reconciles cash, assets, and prices for all client accounts with the client’s custodian bank’s records on a monthly basis. Finally the CD, periodically reviews client fee invoices. |
Representing Clients \t times, clients may request Boston Partners represent their interests in class action litigation, bankruptcies or other matters. Boston Partners’ expertise lies in investment management and has an inherent conflict of interest if cast in any other role. When possible, Boston Partners’ investment management agreements include provisions that Boston Partners will not act on behalf of the client in class actions, bankruptcies or matters of litigation. |
Outside Business
Activities
An employee’s outside business activities may conflict with the employee’s duties to Boston Partners and its clients. Boston Partners requires all employees to disclose any outside employment to the CD, who, in conjunction with the employee’s supervisor and the Director of HR, will identify any potential conflicts. In the event that a resolution to the conflict cannot be reached, the employee may be asked to terminate either his outside employment or his position with Boston Partners. |
Business Gifts and
Entertainment
Boston Partners employees periodically give or receive gifts from clients. Boston Partners employees host clients or receive entertainment provided by a client. Such gifts or entertainment may be considered efforts to gain unfair advantage. Boston Partners maintains a gifts and entertainment policy and has developed a “Q&A” guide for employees regarding certain types of gifts and entertainment. Generally, employees are not permitted to give or receive gifts of more than $100 in value, per person, per year. Entertainment that is normal or customary in the industry is considered appropriate. Employees should consult the CD if they are unsure about a particular gift or value of entertainment. |
Illegal or
Unethical Behavior
Unethical or illegal conduct by employees damages Boston Partners’ ability to meet its fiduciary duties to clients. Employees are required to report to management any actual or suspected illegal or unethical conduct on the part of other employees of which they become aware or any situations in which they are concerned about the “best course of action.” In addition, employees are required to certify annually that they are in compliance with this Manual. Regardless of whether a government inquiry occurs, Boston Partners views seriously any violation of this Manual. Disciplinary sanctions may be imposed on any employee committing a violation of this Manual. |
Proxy Voting
Boston Partners’ proxy voting authority for its clients, puts it in a position where its interests may conflict with the best interests of its clients when determining how to vote. Boston Partners has a proxy voting policy and has engaged an outside vendor to execute proxies according to this policy. Boston Partners has a procedure to handle conflicts of interest which may arise in voting client securities. |
Consulting
Relationships
Boston Partners may purchase software, educational programs and peer group information from consulting firms that represent Boston Partners clients. Due to the lack of payment transparency, these relationships could give rise to improper activity on the part of the investment adviser or the consultant. Products purchased from consultants must serve a legitimate need for Boston Partners’ business and may not be acquired to influence a consultant’s recommendation of Boston Partners. |
Columbia Management: Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The Investment Manager and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below. | |
The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the funds. | |
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those Funds and/or accounts. The effects of this potential conflict may be more pronounced where Funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages. |
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A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the Investment Manager’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. The Investment Manager and its Participating Affiliates (including Threadneedle) may coordinate their trading operations for certain types of securities and transactions pursuant to personnel-sharing agreements or similar intercompany arrangements. However, typically the Investment Manager does not coordinate trading activities with a Participating Affiliate with respect to accounts of that Participating Affiliate unless such Participating Affiliate is also providing trading services for accounts managed by the Investment Manager. Similarly, a Participating Affiliate typically does not coordinate trading activities with the Investment Manager with respect to accounts of the Investment Manager unless the Investment Manager is also providing trading services for accounts managed by such Participating Affiliate. As a result, it is possible that the Investment Manager and its Participating Affiliates may trade in the same instruments at the same time, in the same or opposite direction or in different sequence, which could negatively impact the prices paid by the Fund on such instruments. Additionally, in circumstances where trading services are being provided on a coordinated basis for the Investment Manager’s accounts (including the Funds) and the accounts of one or more Participating Affiliates in accordance with applicable law, it is possible that the allocation opportunities available to the Funds may be decreased, especially for less actively traded securities, or orders may take longer to execute, which may negatively impact Fund performance. | |
“Cross trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Investment Manager and the Funds have adopted compliance procedures that provide that any transactions between a Fund and another account managed by the Investment Manager are to be made at a current market price, consistent with applicable laws and regulations. | |
Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds. | |
To the extent a Fund invests in underlying funds, a portfolio manager will be subject to the potential conflicts of interest described in Potential Conflicts of Interest – Columbia Management – FOF (Fund-of-Funds) below. | |
A Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the Fund and other accounts. Many of the potential conflicts of interest to which the Investment Manager’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager and its affiliates. |
Columbia Management – FoF (Fund-of-Funds): Management of funds-of-funds differs from that of the other Funds. The portfolio management process is set forth generally below and in more detail in the Funds’ prospectus. | |
Portfolio managers of the fund-of-funds may be involved in determining each funds-of-fund’s allocation among the three main asset classes (equity, fixed income and cash) and the allocation among investment categories within each asset class, as well as each funds-of-fund’s allocation among the underlying funds. |
■ | Because of the structure of the funds-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other Funds. |
■ | The Investment Manager and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees. |
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Conestoga: Like other investment professionals with multiple clients, portfolio managers may face certain potential conflicts of interest in connection with managing both the portion of the Fund’s assets allocated to Conestoga (Conestoga’s Sleeve) and other accounts at the same time. Conestoga has adopted compliance policies and procedures that attempt to address certain of the potential conflicts that Conestoga’s portfolio managers face in this regard. Certain of those conflicts of interest are summarized below. | |
The management of accounts with different advisory or sub-advisory fee rates and/or fee and expense structures may raise certain potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee, or higher profit margin accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker-dealers that are used to execute securities transactions for a fund. A portfolio manager’s decision as to the selection of broker-dealers could produce disproportionate costs and benefits among Conestoga’s Sleeve and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for the Conestoga’s Sleeve and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of Conestoga’s Sleeve as well as other accounts, the Conestoga’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to Conestoga’s Sleeve or the Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. | |
“Cross trades,” in which a portfolio manager sells a particular security held by Conestoga’s Sleeve to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Investment Manager has adopted compliance procedures that provide that any transactions between the Fund and another account managed by Conestoga are to be made at a current market price, consistent with applicable laws and regulations. | |
Another potential conflict of interest may arise based on the different investment objectives and strategies of Conestoga’s Sleeve and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for Conestoga’s Sleeve that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for Conestoga’s Sleeve, even though it could have been bought or sold for Conestoga’s Sleeve at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security. There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Fund. |
Statement of Additional Information – May 1, 2018 | 120 |
The portfolio manager(s) also may have other potential conflicts of interest in managing Conestoga’s Sleeve, and the description above is not a complete description of every conflict that could exist in managing Conestoga’s Sleeve and other accounts. Many of the potential conflicts of interest to which the Conestoga’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager or other subadvisers of the Fund. | |
Columbia WAM: Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. Columbia WAM and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below. | |
The management of accounts with different advisory fee rates and/or fee structures may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the Funds and the series of Wanger Advisors Trust. | |
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, Columbia WAM’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. | |
“Cross trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. Columbia WAM and the Funds have adopted compliance procedures that provide that any transactions between the Fund and another account managed by Columbia WAM are to be made at an independent current market price, consistent with applicable laws and regulation. | |
Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds. | |
A Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the Fund and other accounts. Many of the potential conflicts of interest to which Columbia WAM’s portfolio managers are subject are essentially the same as or similar to the potential conflicts of interest related to the investment management activities of Columbia WAM and its affiliates. |
DGHM: The portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the investments of the portion of the Fund’s assets allocated to DGHM (DGHM’s Sleeve), on the one hand, and the investments of the other accounts, on the other. The other accounts include hedge funds, separately managed private clients and discretionary 401(k) accounts (“Other Accounts”). The Other Accounts might have similar investment objectives as the Fund, be compared to the same index as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by DGHM’s Sleeve. |
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Knowledge of the Timing and Size of Fund Trades . A potential conflict of interest may arise as a result of the portfolio managers’ day-to-day management of DGHM’s Sleeve. The portfolio managers know the size and timing of trades for DGHM’s Sleeve and the Other Accounts, and may be able to predict the market impact of the DGHM’s Sleeve trades. It is theoretically possible that the portfolio managers could use this information to the advantage of Other Accounts they manage and to the possible detriment of DGHM’s Sleeve, or vice versa. | |
Investment Opportunities. DGHM provides investment supervisory services for a number of investment products that have varying investment guidelines. The same portfolio management team works across all investment products. Differences in the compensation structures of DGHM’s investment products may give rise to a conflict of interest by creating an incentive for DGHM to allocate the investment opportunities it believes might be the most profitable to the client accounts where it might benefit the most from the investment gains. |
EAM: The portfolio manager is responsible for managing other accounts invested in the same strategy as the portion of the Fund’s assets allocated to EAM (EAM’s Sleeve). These other accounts include separately managed accounts for pension funds. In addition, other EAM portfolio managers manage accounts which have similar investment strategies and may invest in some of the same securities as EAM’s Sleeve or the Fund. | |
From time to time, potential conflicts of interest may arise between the portfolio manager’s management of the investments of EAM’s Sleeve, on the one hand, and the management of other accounts, on the other. For example, an investment opportunity may be suitable for both EAM’s Sleeve and other accounts, but may not be available in sufficient quantities for both EAM’s Sleeve and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by EAM’s Sleeve and another account. Whenever decisions are made to buy or sell securities by EAM’s Sleeve and one or more of the other accounts simultaneously, EAM or the portfolio managers may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances when EAM’s Sleeve will not participate in a transaction that is allocated among other accounts or that may not be allocated the full amount of the securities sought to be traded. Another potential conflict may arise when a portfolio manager may have an incentive to allocate opportunities to an account where EAM and the portfolio manager have a greater financial incentive, such as a performance fee account. | |
EAM has implemented specific policies and procedures ( e.g. , a code of ethics and trade allocation policies) that seek to address these potential conflicts. | |
Loomis Sayles: Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees, accounts of affiliated companies and accounts in which the portfolio manager has an interest. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each account’s availability of other comparable investment opportunities and Loomis Sayles’ desire to treat all accounts fairly and equitably over time. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells a stock for some accounts while buying the stock for others, and through the use of “soft dollar arrangements,” which are discussed in Loomis Sayles’ Brokerage Allocation Policies and Procedures and Loomis Sayles’ Trade Aggregation and Allocation Policies and Procedures. |
Los Angeles Capital : Los Angeles Capital has implemented policies and procedures, including brokerage and trade allocation policies and procedures, which the Firm believes are reasonably designed to address the potential for conflicts of interest associated with managing portfolios for multiple clients and that seek to treat all clients fairly and equally over time. Client accounts are managed independent of one another in accordance with client specific mandates, restrictions, and instructions as outlined in the investment management agreement. This can result in investment positions or actions taken for one client account that differ from those taken in another client account. For example, it is possible that Los Angeles Capital may be purchasing or holding a security for one account and simultaneously selling the same security for another account. Conflicts of interest may arise to the extent Los Angeles Capital takes a short position in an investment that at the same time is owned or being purchased long for another client account. While each client account is managed individually, Los Angeles Capital will, at any given time, purchase and/or sell the same securities for a number of accounts. |
When appropriate, Los Angeles Capital will aggregate trades in the same securities. As there are a number of variables that can influence this decision, including but not limited to, liquidity, client trading directives, regulatory limitations, cash flows, etc., aggregating client orders in a block transaction is determined on a case by case basis. In general, clients participating in an aggregated transaction will receive the same execution price per share, which will reflect the average of multiple prices if the order was executed in multiple trades. Immaterial pricing differences across accounts in an aggregated |
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transaction can arise in some situations. If an aggregated transaction is not completely filled, then the partially completed trade is allocated to the participating accounts on a pro-rata basis, subject to variations such as trade size, round lot requirements, exchange or market specific restrictions, or individual broker procedures. |
Los Angeles Capital’s portfolio managers may manage accounts that are charged a performance-based fee alongside accounts with standard asset-based fee schedules. While performance-based fee arrangements may be viewed as creating an incentive to favor certain accounts over others in the allocation of investment opportunities, Los Angeles Capital has designed and implemented procedures to ensure that all clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities. Further, performance fees are not allocated to specific employees or groups of employees at the Firm, but rather management and performance fees inure to the benefit of the Firm as a whole and not to specific individuals or groups of individuals. |
Based on a variety of factors including the strategy, guidelines, and turnover goals employed by each account, Los Angeles Capital determines the trading frequency of an account with most accounts trading weekly and others less frequently. In a typical week, Los Angeles Capital will begin by trading its U.S. strategy accounts followed by its non-U.S. strategy accounts. An account’s rebalance cycle is dependent on the account’s strategy. Rebalances for U.S. strategy accounts are regularly rotated and generally begin on the same day, while the order of non-U.S. strategy account rebalances may be regularly rotated over several days. The Firm’s proprietary accounts, which are invested in liquid securities, may be traded in rotation with client accounts or on a particular day of the week depending on liquidity, size, model constraints, and resource constraints |
Los Angeles Capital has adopted a Code of Ethics that includes procedures on ethical conduct and personal trading and requires pre-clearance authorization from both the Trading and Compliance Departments for certain personal security transactions. Investment personnel of Los Angeles Capital or its affiliate may be permitted to be commercially or professionally involved with an issuer of securities. There is a potential risk that Los Angeles Capital personnel may place their own interests (resulting from outside employment/directorships) ahead of the interests of Los Angeles Capital clients. Before engaging in any outside business activity, employees must obtain approval of the CCO as well as other personnel. Any potential conflicts of interest from such involvement are monitored for compliance with the firm’s Code of Ethics. The Code of Ethics also prohibits from soliciting, giving or accepting inappropriate gifts and entertainment. |
Manulife : When a portfolio manager is responsible for the management of more than one account, the potential arises for the portfolio manager to favor one account over another. The principal types of potential conflicts of interest that may arise are discussed below. For the reasons outlined below, the Fund does not believe that any material conflicts are likely to arise out of a portfolio manager‘s responsibility for the management of the Fund as well as one or more other accounts. Manulife has adopted procedures that are intended to monitor compliance with the policies referred to in the following paragraphs. Generally, the risks of such conflicts of interests are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. Manulife has structured their compensation arrangements in a manner that is intended to limit such potential for conflicts of interests. See ―Compensation of Portfolio Managers below. | |
A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation on the initial public offering. Manulife has policies that require a portfolio manager to allocate such investment opportunities in an equitable manner and generally to allocate such investments proportionately among all accounts with similar investment objectives. | |
A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a portfolio manager intends to trade the same security for more than one account, the policies of Manulife generally require that such trades be “bunched”, which means that the trades for the individual accounts are aggregated and each account receives the same price. There are some types of accounts as to which bunching may not be possible for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, Manulife will place the order in a manner intended to result in as favorable a price as possible for such client. | |
A portfolio manager could favor an account if the portfolio manager‘s compensation is tied to the performance of that account rather than all accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this |
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purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the portfolio manager‘s bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if Manulife receives a performance-based advisory fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager‘s compensation. The investment performance on specific accounts is not a factor in determining the portfolio manager‘s compensation. Neither the Advisor nor Manulife receives a performance-based fee with respect to any of the accounts managed by the portfolio managers. | |
A portfolio manager could favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. Manulife imposes certain trading restrictions and reporting requirements for accounts in which a portfolio manager or certain family members have a personal interest in order to confirm that such accounts are not favored over other accounts. | |
If the different accounts have materially and potentially conflicting investment objectives or strategies, a conflict of interest may arise. For example, if a portfolio manager purchases a security for one account and sells the same security short for another account, such trading pattern could disadvantage either the account that is long or short. In making portfolio manager assignments, Manulife seeks to avoid such potentially conflicting situations. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security. |
PGIM : Like other investment advisers, PGIM Fixed Income is subject to various conflicts of interest in the ordinary course of its business. PGIM Fixed Income strives to identify potential risks, including conflicts of interest, that are inherent in its business, and conducts annual conflict of interest reviews. When actual or potential conflicts of interest are identified, PGIM Fixed Income seeks to address such conflicts through one or more of the following methods: | |
elimination of the conflict; | |
disclosure of the conflict; or | |
management of the conflict through the adoption of appropriate policies, procedures or other mitigants. | |
PGIM Fixed Income follows the policies of Prudential Financial on business ethics, personal securities trading by investment personnel, and information barriers. PGIM Fixed Income has adopted a code of ethics, allocation policies and conflicts of interest policies, among others, and has adopted supervisory procedures to monitor compliance with its policies. PGIM Fixed Income cannot guarantee, however, that its policies and procedures will detect and prevent, or result in the disclosure of, each and every situation in which a conflict may arise. | |
Side-by-Side Management of Accounts and Related Conflicts of Interest. PGIM Fixed Income’s side-by-side management of multiple accounts can create conflicts of interest. Examples are detailed below, followed by a discussion of how PGIM Fixed Income addresses these conflicts. | |
Performance Fees - PGIM Fixed Income manages accounts with asset-based fees alongside accounts with performance-based fees. | |
This side-by-side management may be deemed to create an incentive for PGIM Fixed Income and its investment professionals to favor one account over another. Specifically, PGIM Fixed Income or its affiliates could be considered to have the incentive to favor accounts for which PGIM Fixed Income or an affiliate receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees. | |
Affiliated accounts - PGIM Fixed Income manages accounts on behalf of its affiliates as well as unaffiliated accounts. PGIM Fixed Income could be considered to have an incentive to favor accounts of affiliates over others. | |
Large accounts - large accounts typically generate more revenue than do smaller accounts and certain of PGIM Fixed Income’s strategies have higher fees than others. As a result, a portfolio manager could be considered to have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for PGIM Fixed Income. | |
Long only and long/short accounts - PGIM Fixed Income manages accounts that only allow it to hold securities long as well as accounts that permit short selling. PGIM Fixed Income may, therefore, sell a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. In addition, purchases for long only accounts could have a negative impact on the short positions. |
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Securities of the same kind or class - PGIM Fixed Income sometimes buys or sells for one client account securities of the same kind or class that are purchased or sold for another client at prices that may be different. PGIM Fixed Income may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account due to differences in investment strategy or client direction. Different strategies trading in the same securities or types of securities may appear as inconsistencies in PGIM Fixed Income’s management of multiple accounts side-by-side. | |
Financial interests of investment professionals - PGIM Fixed Income investment professionals may invest in certain investment vehicles that it manages, including mutual funds and private funds. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by Prudential Financial, Inc. In addition, the value of grants under PGIM Fixed Income’s long-term incentive plan and targeted long-term incentive plan is affected by the performance of certain client accounts. As a result, PGIM Fixed Income investment professionals may have financial interests in accounts managed by PGIM Fixed Income or that are related to the performance of certain client accounts. | |
Non-discretionary accounts - PGIM Fixed Income provides non-discretionary investment advice to some clients and manages others on a discretionary basis. Trades in non-discretionary accounts could occur before, in concert with, or after PGIM Fixed Income executes similar trades in its discretionary accounts. The non-discretionary clients may be disadvantaged if PGIM Fixed Income delivers investment advice to them after it initiates trading for the discretionary clients, or vice versa. | |
How PGIM Fixed Income Addresses These Conflicts of Interest. PGIM Fixed Income has developed policies and procedures designed to address the conflicts of interest with respect to its different types of side-by-side management described above. | |
The chief investment officer/head of PGIM Fixed Income periodically reviews and compares performance and performance attribution for each client account within its various strategies during meetings typically attended by members of PGIM Fixed Income’s senior leadership team, chief compliance officer or his designee, and senior portfolio managers. | |
In keeping with PGIM Fixed Income’s fiduciary obligations, its policy with respect to trade aggregation and allocation is to treat all of its accounts fairly and equitably over time. PGIM Fixed Income’s trade management oversight committee, which generally meets quarterly, is responsible for providing oversight with respect to trade aggregation and allocation. Its compliance group periodically reviews a sampling of new issue allocations and related documentation to confirm compliance with the trade aggregation and allocation procedures. In addition, the compliance and investment risk management groups review forensic reports regarding new issue and secondary trade activity on a quarterly basis. This forensic analysis includes such data as the: (i) number of new issues allocated in the strategy; (ii) size of new issue allocations to each portfolio in the strategy;(iii) profitability of new issue transactions; and (iv) portfolio turnover. The results of these analyses are reviewed and discussed at PGIM Fixed Income’s trade management oversight committee meetings. The procedures above are designed to detect patterns and anomalies in PGIM Fixed Income’s side-by-side management and trading so that it may assess and improve its processes. | |
PGIM Fixed Income has procedures that specifically address its side-by-side management of long/short and long only portfolios. These procedures address potential conflicts that could arise from differing positions between long/short and long only portfolios. In addition, lending opportunities with respect to securities for which the market is demanding a slight premium rate over normal market rates are allocated to long only accounts prior to allocating the opportunities to long/short accounts. | |
Conflicts Related to PGIM Fixed Income’s Affiliations. As an indirect wholly-owned subsidiary of Prudential Financial, Inc., PGIM Fixed Income is part of a diversified, global financial services organization. PGIM Fixed Income is affiliated with many types of U.S. and non-U.S. financial service providers, including insurance companies, broker-dealers, commodity trading advisors, commodity pool operators and other investment advisers. Some of its employees are officers of some of these affiliates. | |
Conflicts Arising Out of Legal Restrictions. PGIM Fixed Income may be restricted by law, regulation, contract or other constraints as to how much, if any, of a particular security it may purchase or sell on behalf of a client, and as to the timing of such purchase or sale. Sometimes these restrictions apply as a result of its relationship with Prudential Financial, Inc. and its other affiliates. For example, PGIM Fixed Income does not purchase securities issued by Prudential Financial, Inc. for client accounts. In addition, PGIM Fixed Income’s holdings of a security on behalf of its clients are required, under some SEC rules, to be aggregated with the holdings of that security by other Prudential Financial, Inc. affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds . Prudential Financial, Inc. tracks these aggregated holdings and may restrict purchases to avoid exceeding these thresholds because of the potential consequences to Prudential Financial, Inc. if such thresholds are exceeded. In addition, PGIM Fixed Income could receive material, non-public information with respect to a particular issuer and, as a result, be unable to execute transactions in securities of that |
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issuer for its clients. For example, PGIM Fixed Income’s bank loan team often invests in private bank loans in connection with which the borrower provides material, non-public information, resulting in restrictions on trading securities issued by those borrowers. PGIM Fixed Income has procedures in place to carefully consider whether to intentionally accept material, non-public information with respect to certain issuers. PGIM Fixed Income is generally able to avoid receiving material, non-public information from its affiliates and other units within PGIM by maintaining information barriers. In some instances, it may create an isolated information barrier around a small number of its employees so that material, non-public information received by such employees is not attributed to the rest of PGIM Fixed Income. | |
Conflicts Related to Outside Business Activity. From time to time, certain of PGIM Fixed Income employees or officers may engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval pursuant to PGIM Fixed Income’s personal conflicts of interest and outside business activities policy. Actual and potential conflicts of interest are analyzed during such approval process. PGIM Fixed Income could be restricted in trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activity, obtains material, non-public information regarding an issuer. | |
Conflicts Related to Investment of Client Assets in Affiliated Funds. PGIM Fixed Income may invest client assets in funds that it manages or subadvises for an affiliate. PGIM Fixed Income may also invest cash collateral from securities lending transactions in these funds. These investments benefit both PGIM Fixed Income and its affiliate. | |
PICA General Account. Because of the substantial size of the general account of The Prudential Insurance Company of America (PICA), trading by PICA’s general account, including PGIM Fixed Income’s trades on behalf of the account, may affect market prices. Although PGIM Fixed Income does not expect that PICA’s general account will execute transactions that will move a market frequently, and generally only in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients. | |
Conflicts Related to Co-investment by Affiliates. PGIM Fixed Income affiliates may provide initial funding or otherwise invest in vehicles it manages. When an affiliate provides “seed capital” or other capital for a fund, it may do so with the intention of redeeming all or part of its interest at a future point in time or when it deems that sufficient additional capital has been invested in that fund. | |
The timing of a redemption by an affiliate could benefit the affiliate. For example, the fund may be more liquid at the time of the affiliate’s redemption than it is at times when other investors may wish to withdraw all or part of their interests. | |
In addition, a consequence of any withdrawal of a significant amount, including by an affiliate, is that investors remaining in the fund will bear a proportionately higher share of fund expenses following the redemption. | |
PGIM Fixed Income could also face a conflict if the interests of an affiliated investor in a fund it manages diverge from those of the fund or other investors. For example, PGIM Fixed Income affiliates, from time to time, hedge some or all of the risks associated with their investments in certain funds PGIM Fixed Income manages. PGIM Fixed Income may provide assistance in connection with this hedging activity. | |
PGIM Fixed Income believes that these conflicts are mitigated by its allocation policies and procedures, its supervisory review of accounts and its procedures with respect to side-by-side management of long only and long-short accounts. | |
Conflicts Arising Out of Industry Activities. PGIM Fixed Income and its affiliates have service agreements with various vendors that are also investment consultants. Under these agreements, PGIM Fixed Income or its affiliates compensate the vendors for certain services, including software, market data and technology services. PGIM Fixed Income’s clients may also retain these vendors as investment consultants. The existence of these service agreements may provide an incentive for the investment consultants to favor PGIM Fixed Income when they advise their clients. PGIM Fixed Income does not, however, condition its purchase of services from consultants upon their recommending PGIM Fixed Income to their clients. PGIM Fixed Income will provide clients with information about services that it obtains from these consultants upon request. | |
PGIM Fixed Income retains third party advisors and other service providers to provide various services for PGIM Fixed Income as well as for funds that PGIM Fixed Income manages or subadvises. A service provider may provide services to PGIM Fixed Income or one of PGIM Fixed Income’s funds while also providing services to other PGIM units, other PGIM-advised funds, or affiliates of PGIM, and may negotiate rates in the context of the overall relationship. PGIM Fixed Income may benefit from negotiated fee rates offered to its funds and vice versa. There is no assurance, however, that PGIM Fixed Income will be able to obtain advantageous fee rates from a given service provider negotiated by its affiliates based on their relationship with the service provider, or that PGIM Fixed Income will know of such negotiated fee rates. | |
Conflicts Related to Securities Holdings and Other Financial Interests. |
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Securities Holdings. Prudential Financial, Inc., PICA, PGIM Fixed Income and other affiliates of PGIM at times have financial interests in, or relationships with, companies whose securities PGIM Fixed Income holds, purchases or sells in its client accounts. Certain of these interests and relationships are material to PGIM Fixed Income or to the Prudential enterprise. At any time, these interests and relationships could be inconsistent or in potential or actual conflict with positions held or actions taken by us on behalf of PGIM Fixed Income’s client accounts. For example: | |
PGIM Fixed Income invests in the securities of one or more clients for the accounts of other clients. | |
PGIM Fixed Income’s affiliates sell various products and/or services to certain companies whose securities we purchase and sell for PGIM Fixed Income clients. | |
PGIM Fixed Income invests in the debt securities of companies whose equity is held by its affiliates. | |
PGIM Fixed Income’s affiliates hold public and private debt and equity securities of a large number of issuers and may invest in some of the same companies as other client accounts but at different levels in the capital structure. For example: | |
Affiliated accounts can hold the senior debt of an issuer whose subordinated debt is held by PGIM Fixed Income’s clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts. In the event of restructuring or insolvency, the affiliated accounts as holders of senior debt may exercise remedies and take other actions that are not in the interest of, or are adverse to, other clients that are the holders of junior debt. | |
To the extent permitted by applicable law, PGIM Fixed Income may also invest client assets in offerings of securities the proceeds of which are used to repay debt obligations held in affiliated accounts or other client accounts. PGIM Fixed Income’s interest in having the debt repaid creates a conflict of interest. PGIM Fixed Income has adopted a refinancing policy to address this conflict. | |
Certain of PGIM Fixed Income’s affiliates (as well as directors or officers of its affiliates) are officers or directors of issuers in which PGIM Fixed Income invests from time to time. These issuers may also be service providers to PGIM Fixed Income or its affiliates. | |
In addition, PGIM Fixed Income may invest client assets in securities backed by commercial mortgage loans that were originated or are serviced by an affiliate. | |
In general, conflicts related to the financial interests described above are addressed by the fact that PGIM Fixed Income makes investment decisions for each client independently considering the best economic interests of such client. | |
Conflicts Related to the Offer and Sale of Securities. Certain of PGIM Fixed Income’s employees may offer and sell securities of, and interests in, commingled funds that it manages or subadvises. There is an incentive for PGIM Fixed Income’s employees to offer these securities to investors regardless of whether the investment is appropriate for such investor since increased assets in these vehicles will result in increased advisory fees to it. In addition, such sales could result in increased compensation to the employee. | |
Conflicts Related to Long-Term Compensation. The performance of many client accounts is not reflected in the calculation of changes in the value of participation interests under PGIM Fixed Income’s long-term incentive plan. This may be because the composite representing the strategy in which the account is managed is not one of the composites included in the calculation or because the account is excluded from a specified composite due to guideline restrictions or other factors. In addition, the performance of only a small number of our investment strategies is covered under PGIM Fixed Income’s targeted long-term incentive plan. As a result of the long-term incentive plan and targeted long-term incentive plan, PGIM Fixed Income’s portfolio managers from time to time have financial interests related to the investment performance of some, but not all, of the accounts they manage. To address potential conflicts related to these financial interests, PGIM Fixed Income has procedures, including trade allocation and supervisory review procedures, designed to confirm that each of its client accounts is managed in a manner that is consistent with PGIM Fixed Income’s fiduciary obligations, as well as with the account’s investment objectives, investment strategies and restrictions. For example, PGIM Fixed Income’s chief investment officer/head reviews performance among similarly managed accounts on a quarterly basis during meetings typically attended by members of PGIM Fixed Income’s senior leadership team, chief compliance officer or his designee, and senior portfolio managers. | |
Conflicts Related to Trading – Personal Trading by Employees. Personal trading by PGIM Fixed Income employees creates a conflict when they are trading the same securities or types of securities as PGIM Fixed Income trades on behalf of its clients. This conflict is mitigated by PGIM Fixed Income’s personal trading standards and procedures. | |
In general, conflicts related to the securities holdings and financial interests described above are addressed by the fact that PGIM Fixed Income makes investment decisions for each client independently considering the best economic interests of such client. | |
Conflicts Related to Valuation and Fees. |
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When client accounts hold illiquid or difficult to value investments, PGIM Fixed Income faces a conflict of interest when making recommendations regarding the value of such investments since its management fees are generally based on the value of assets under management. PGIM Fixed Income believes that its valuation policies and procedures mitigate this conflict effectively and enable it to value client assets fairly and in a manner that is consistent with the client’s best interests. In addition, single client account clients often calculate fees based on the valuation of assets provided by their custodian or administrator. | |
Conflicts Related to Securities Lending Fees | |
When PGIM Fixed Income manages a client account and also serves as securities lending agent for the account, it could be considered to have the incentive to invest in securities that would yield higher securities lending rates. | |
TCW: TCW has policies and controls to avoid and/or mitigate conflicts of interest across its businesses. The policies and procedures in TCW’s Code of Ethics (the “Code”) serve to address or mitigate both conflicts of interest and the appearance of any conflict of interest. The Code contains several restrictions and procedures designed to eliminate conflicts of interest relating to personal investment transactions, including (i) reporting account openings, changes, or closings (including accounts in which an Access Person has a "beneficial interest"), (ii) pre-clearance of non-exempt personal investment transactions (make a personal trade request for Securities) and (iii) the completion of timely required reporting (Initial Holdings Report, Quarterly Transactions Report, Annual Holdings Report and Annual Certificate of Compliance). | |
In addition, the Code addresses potential conflicts of interest through its policies on insider trading, anti-corruption, an employee’s outside business activities, political activities and contributions, confidentiality and whistleblower provisions. | |
Conflicts of interest may also arise in the management of accounts and investment vehicles. These conflicts may raise questions that would allow TCW to allocate investment opportunities in a way that favors certain accounts or investment vehicles over other accounts or investment vehicles, or incentivize a TCW portfolio manager to receive greater compensation with regard to the management of certain account or investment vehicles. TCW may give advice or take action with certain accounts or investment vehicles that could differ from the advice given or action taken on other accounts or investment vehicles. When an investment opportunity is suitable for more than one account or investment vehicle, such investments will be allocated in a manner that is fair and equitable under the circumstances to all TCW clients. As such, TCW has adopted compliance policies and procedures in its Portfolio Management Policy that helps to identify a conflict of interest and then specifies how a conflict of interest is managed. TCW’s Trading and Brokerage Policy also discusses the process of timing and method of allocations, and addresses how the firm handles affiliate transactions. | |
The respective Equity and Fixed Income Trading and Allocation Committees review trading activities on behalf of client accounts, including the allocation of investment opportunities and address any issues with regard to side-by-side management in order to ensure that all of TCW’s clients are treated on a fair and equitable basis. Further, the Portfolio Analytics Committee reviews TCW’s investment strategies, evaluates various analytics to facilitate risk assessment, changes to performance composites and benchmarks and monitors the implementation and maintenance of the Global Investment Performance Standards or GIPS® compliance. | |
TCW’s approach to handling conflicts of interest is multi-layered starting with its policies and procedures, reporting and pre-clearance processes and oversight by various committees. |
Threadneedle: Threadneedle portfolio managers may manage one or more mutual funds as well as other types of accounts, including proprietary accounts, separate accounts for institutions, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage a separate account or other pooled investment vehicle whose fees may be materially greater than the management fees paid by the Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of trades. In addition, a portfolio manager’s responsibilities at Threadneedle include working as a securities analyst. This dual role may give rise to conflicts with respect to making investment decisions for accounts that he/she manages versus communicating his/her analyses to other portfolio managers concerning securities that he/she follows as an analyst. | |
Threadneedle has a fiduciary responsibility to all of the clients for which it manages accounts. Threadneedle seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts in a fair and timely manner. Threadneedle has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients. |
Water Island: Water Island’s portfolio managers may face certain potential conflicts of interest in connection with their responsibility for managing multiple similar accounts. Other accounts may include, without limitation: separately managed accounts, registered investment companies, unregistered investment companies such as pooled investment vehicles and |
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hedge funds, and
proprietary accounts. Management of multiple accounts can present certain conflicts of interest, including variation in compensation across accounts, conflicts that may arise from the purchase or sale of similar securities for more than one account,
conflicts arising from transactions between accounts, conflicts arising from transactions involving ‘pilot’ funds, and conflicts arising from the selection of brokers and dealers to effect transactions. Water Island’s compliance
team has implemented trading and allocation policies and oversight procedures in order to closely monitor and ensure equitable treatment of all accounts to address these conflicts.
Variation in Compensation - A potential conflict of interest related to variation in compensation may arise where the financial or other benefits available to the portfolio manager differ among the accounts that they manage. A portfolio manager might be motivated to help certain accounts over others if the structure of the investment adviser’s management fee and/or the portfolio manager’s compensation differs among accounts (such as where certain accounts pay higher management fees or performance-based management fees), or if the portfolio manager or Water Island has a greater financial interest in one or more of the accounts. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential treatment to those accounts that could most significantly benefit the portfolio manager. Purchase or Sale of Securities for More Than One Account - To address these and other potential conflicts of interest, Water Island has implemented policies and procedures designed to allocate securities among the various accounts it advises in a fair and equitable manner over time. In addition, Water Island has implemented processes for monitoring the effectiveness of these policies and procedures, including periodic reviews of allocations by its compliance department so as to help ensure equitable treatment. Water Island has also adopted policies and procedures to address certain additional conflicts specifically, as further described below. Cross Trades - “Cross trades,” in which one account sells a particular security to another account (saving transaction costs for both accounts), may also pose a potential conflict of interest. Conflicts may arise if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay, or if such trades result in more attractive investments being allocated to higher-fee accounts. In an effort to address this potential conflict of interest, Water Island has adopted compliance procedures that, consistent with applicable law, include Rule 17a-7 under the 1940 Act, provide that any transactions between the advised accounts are to be made for cash without payment of any commission, spread, or other type of brokerage costs and at an independent current market price. Proposed cross trade must be reviewed and approved by Water Island’s compliance department prior to execution. Pilot Funds - Water Island may from time to time establish “pilot” or “incubator” funds for the purpose of testing proposed investment strategies or products prior to accepting assets from outside investors. These pilot accounts may be in the form of registered investment companies, private funds such as partnerships, or separate accounts. Typically, Water Island or an affiliate supplies the funding for these accounts. Employees of Water Island, including the portfolio manager(s), may also invest in certain pilot accounts. Pilot funds and accounts may, and frequently do, invest in the same securities as the other accounts managed by Water Island. In an effort to address this potential conflict of interest, Water Island has adopted a policy to treat pilot accounts in the same manner as client accounts for purposes of trading allocation – neither favoring nor disfavoring them. For example, pilot accounts would be included in the daily block trade aggregation procedures alongside client accounts (except that pilot accounts do not participate in initial public offerings). Selection of Brokers/Dealers - A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions. In addition to executing trades, some brokers and dealers provide Water Island with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain accounts than to others. In order to be assured of continuing to receive services considered of value to its clients, Water Island has adopted a brokerage allocation policy embodying the concepts of Section 28(e) of the Exchange Act. A portfolio manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the accounts that they manage, although the payment of brokerage commissions is always subject to the requirement that Water Island determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided. |
The portfolio managers may also face other potential conflicts of interest in the management of multiple similar accounts, and the examples above are not intended to provide an exhaustive list or complete description of every conflict that may arise. |
Analytic Investors: The compensation structure for WellsCap’s portfolio managers includes a competitive fixed base salary plus variable incentives, payable annually and over a longer term period. WellsCap participates in third party investment management compensation surveys in order to provide WellsCap with market-based compensation information to help |
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support individual pay decisions.Incentive bonuses are typically tied to relative, pre-tax investment performance of all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1- 3- and 5- year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the accounts to each account’s individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. Research analysts are evaluated on the overall team's relative investment performance as well as the performance and quality of their individual research. |
AQR : The compensation for each of the portfolio managers that is a Principal of AQR is in the form of distributions based on the net income generated by AQR and each Principal’s relative ownership in AQR. Net income distributions are a function of assets under management and performance of the funds and accounts managed by AQR. A Principal’s relative ownership in AQR is based on cumulative research, leadership and other contributions to AQR. There is no direct linkage between assets under management, performance and compensation. However, there is an indirect linkage in that superior performance tends to attract assets and thus increase revenues. Each portfolio manager is also eligible to participate in AQR’s 401(k) retirement plan which is offered to all employees of AQR. |
BMO: Compensation for BMO’s portfolio managers consists of base salary, which is monitored to ensure competitiveness in the external marketplace. In addition to base salary, portfolio managers have a portion of their compensation tied to the investment performance of client accounts. The formula for each professional varies according to their level of portfolio responsibility and seniority. Investment professionals also may receive bonuses of restricted share units or other units linked to the performance of the Bank of Montreal, the indirect owner of BMO Asset Management Corp. |
Boston Partners : All investment professionals receive a compensation package comprised of an industry competitive base salary and a discretionary bonus and long-term incentives. Through our bonus program, key investment professionals are rewarded primarily for strong investment performance. |
Typically, bonuses are based upon a combination of one or more of the following four criteria: |
1. Individual Contribution: an evaluation of the professional’s individual contribution based on the expectations established at the beginning of each year; |
2. Product Investment Performance: performance of the investment product(s) with which the individual is involved versus the pre-designed index, based on the excess return; |
3. Investment Team Performance: the financial results of the investment group; and |
4. Firm-wide Performance: the overall financial performance of Boston Partners. |
Boston Partners professional compensation consultants with asset management expertise to annually review our practices to ensure that they remain highly competitive. | |
Columbia Management : Portfolio manager direct compensation is typically comprised of a base salary, and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold, or, if the size of the award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and deferred compensation. Equity incentive awards are made in the form of Ameriprise Financial restricted stock, or for more senior employees both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Columbia Funds, in most cases including the Columbia Funds the portfolio manager manages. | |
Base salary is typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity adjustments, or market adjustments. | |
Annual incentive awards are variable and are based on (1) an evaluation of the employee’s investment performance and (2) the results of a peer and/or management review of the employee, which takes into account skills and attributes such as team participation, investment process, communication, and professionalism. Scorecards are used to measure performance of Columbia Funds and other accounts managed by the employee versus benchmarks and/or peer groups. Performance versus benchmark and peer group is generally weighted for the rolling one, three, and five year periods. One year performance is weighted 10%, three year performance is weighted 60%, and five year performance is weighted 30%. Relative asset size is a key determinant for fund weighting on a scorecard. Typically, weighting would be proportional to actual assets. Consideration may also be given to performance in managing client assets in sectors and industries assigned to the employee as part of his/her investment team responsibilities, where applicable. For leaders who also have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance. |
Statement of Additional Information – May 1, 2018 | 130 |
Equity incentive awards are designed to align participants’ interests with those of the shareholders of Ameriprise Financial. Equity incentive awards vest over multiple years, so they help retain employees. | |
Deferred compensation awards are designed to align participants’ interests with the investors in the Columbia Funds and other accounts they manage. The value of the deferral account is based on the performance of Columbia Funds. Employees have the option of selecting from various Columbia Funds for their deferral account, however portfolio managers must allocate a minimum of 25% of their incentive awarded through the deferral program to the Columbia Fund(s) they manage. Deferrals vest over multiple years, so they help retain employees. | |
Exceptions to this general approach to bonuses exist for certain teams and individuals. Funding for the bonus pool is determined by management and depends on, among other factors, the levels of compensation generally in the investment management industry taking into account investment performance (based on market compensation data) and both Ameriprise Financial and Columbia Management profitability for the year, which is largely determined by assets under management. | |
For all employees the benefit programs generally are the same, and are competitive within the financial services industry. Employees participate in a wide variety of plans, including options in Medical, Dental, Vision, Health Care and Dependent Spending Accounts, Life Insurance, Long Term Disability Insurance, 401(k), and a cash balance pension plan. |
Conestoga: Each of the Fund’s portfolio managers is a partner of Conestoga. As such, each portfolio manager receives a share of Conestoga’s annual profits, as specified in the manager’s partnership agreement with Conestoga, from Conestoga’s management of the Fund and all other accounts. | |
Columbia WAM: Portfolio manager direct compensation is typically comprised of a base salary and an annual incentive award that is paid in a combination of a cash bonus, deferred compensation tied to the performance of specified Columbia Funds, and Ameriprise Financial equity incentive awards. | |
Base salary is typically determined based on market data relevant to the position, as well as other factors including tenure in the organization and broad contribution to the business. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equitable adjustments or market adjustments. | |
Annual incentive awards are variable and are based on (i) an evaluation of the individual’s investment performance relating to the funds or accounts the individual manages and, if applicable, relating to the individual’s work as an investment research analyst, and (ii) the results of a peer and/or management review of the individual, taking into account attributes such as team participation, investment process, communications, and professionalism. Investment performance of portfolios versus benchmark and/or peer group is generally weighted for the rolling one-, three- and five-year periods, with an emphasis on three-year performance. Consideration is given to the amount of assets the individual manages, and where multiple portfolios are managed, the relative weighting by assets is taken into account to assess overall performance. Where the individual also has responsibility as a research analyst, an assessment of their performance in that role is also taken into account. For leaders who have group management responsibilities, an assessment of the group’s overall investment performance is another factor considered. | |
Individual awards are determined by Columbia WAM’s senior management, subject to review by Columbia Management and Ameriprise Financial, from an aggregate annual incentive pool allocated by Columbia Management to Columbia WAM. Funding for the pool is determined annually by Columbia Management and Ameriprise Financial taking into account historical pool amounts, investment performance, Columbia WAM assets under management, and Columbia Management and Ameriprise Financial profitability for the year. | |
Deferred compensation awards are designed to align participants’ interests with those of investors in the Funds and other accounts they manage. The value of a deferred account is adjusted based on the performance of the funds selected by the participant from a list of specified Columbia Funds. Portfolio managers must allocate at least 50% of their deferred incentive awards to Columbia Acorn Funds, with at least 25% allocated to the specific Columbia Acorn Funds they manage. Deferrals vest over multiple years, so they help to retain employees. | |
Equity incentive awards are designed to align participants’ interests with those of the shareholders of Ameriprise Financial. Equity incentive awards vest over multiple years, so they help to retain employees. | |
Portfolio managers and other employees of Columbia WAM participate in a wide variety of benefit programs, including retirement savings and health insurance plans. | |
DGHM: The portfolio managers’ compensation varies with the general success of the firm. Each portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on assets under management. The portfolio managers’ compensation is not directly linked to the performance of the Fund or other accounts managed by the firm, although positive performance and growth in managed assets are factors that may contribute to distributable profits and assets under management. |
Statement of Additional Information – May 1, 2018 | 131 |
EAM: The portfolio manager’s compensation is comprised of a base salary, a revenue allocation and firm profit allocation. The salary is in-line with industry specific benchmarks. The revenue allocation is based on firm-wide revenue while the profit allocation is based on firm-wide profitability. There is no direct linkage between performance and compensation, however, there is an indirect linkage as superior performance tends to attract and retain assets and consequently increase revenues and profitability. |
Loomis Sayles: Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: base salary, variable compensation and a long-term incentive program. Although portfolio manager compensation is not directly tied to assets under management, a portfolio manager’s base salary and/or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan. Base salary is a fixed amount based on a combination of factors, including industry experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on four factors: investment performance, profit growth of the firm, profit growth of the manager’s business unit and personal conduct. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total for fixed-income managers and 70% for equity managers. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the Chief Investment Officer (“CIO”) and senior management. The CIO and senior management evaluate these other factors annually. |
Equity Managers . While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for equity managers is measured by comparing the performance of Loomis Sayles’ institutional composites to the performance of the applicable Morningstar peer group and/or the Lipper universe. Generally speaking the performance of the respective product’s fund is compared against the applicable Morningstar peer group and/or the Lipper universe. To the extent the majority of assets managed in the fund strategy are for institutional separate accounts, the Evestment Alliance institutional peer group will also be used as an additional comparison. In situations where substantially all of the assets for the strategy are institutional, the institutional peer group will be used as the primary method of comparison. A manager’s performance relative to the peer group for the 1, 3 and 5 year periods, (3 and 5 or 10 years for large cap growth, all cap growth and global growth), or since the start of the manager’s tenure, if shorter, is used to calculate the amount of variable compensation payable due to performance. Longer-term performance is typically weighted more than shorter-term performance (1 year or 3 years for large cap growth, all cap growth and global growth). In addition, the performance measurement for equity compensation usually incorporates a consistency metric using longer term (3, 5, etc.) rolling returns compared to the peer group over a sustained measurement period (5, 7, etc.); however, the exact method may be adjusted to a product’s particular style. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue of accounts represented in each product. An external benchmark is used as a secondary comparison. The external benchmark used for the MM Growth Strategies Fund is the Russell 1000 Growth Index. Mr. Hamzaogullari also receives additional compensation based on revenue and performance hurdles for his strategies, and performance fee based compensation as portfolio manager for a private investment fund. |
In cases where the institutional peer groups are used, Loomis Sayles believes they represent the most competitive product universe while closely matching the investment styles offered by the Loomis Sayles fund. | |
Fixed-Income Managers. While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for fixed-income managers is measured by comparing the performance of Loomis Sayles’ institutional composite (pre-tax and net of fees) in the manager’s style to the performance of an external benchmark and a customized peer group. The external benchmark used for the investment style utilized by each fund is noted below. The customized peer group is created by Loomis Sayles and is made up of institutional managers in the particular investment style. A manager’s relative performance for the past five years, or seven years for some products, is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, Loomis Sayles analyzes the five or seven year performance on a rolling three year basis. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue size of accounts represented in each product. Loomis Sayles uses both an external benchmark and a customized peer group as a point of comparison for fixed-income manager performance because it believes they represent an appropriate combination of the competitive fixed-income product universe and the investment styles offered by Loomis Sayles. The external benchmark used for the MM Total Return Bond Strategies Fund is the Barclays U.S. Aggregate Index. | |
In addition to the compensation described above, portfolio managers may receive additional compensation based on the overall growth of their strategies. |
Statement of Additional Information – May 1, 2018 | 132 |
General. Most mutual funds do not directly contribute to a portfolio manager’s overall compensation because Loomis Sayles’ uses the performance of the portfolio manager’s institutional accounts compared to an institutional peer group. However, each fund managed by Loomis Sayles employs strategies endorsed by Loomis Sayles and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not included in the composite. | |
Loomis Sayles has developed and implemented two distinct long-term incentive plans to attract and retain investment talent. The plans supplement existing compensation. The first plan has several important components distinguishing it from traditional equity ownership plans: |
■ | the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold; |
■ | upon retirement, a participant will receive a multi-year payout for his or her vested units; and |
■ | participation is contingent upon signing an award agreement, which includes a non-compete covenant. |
Los Angeles Capital: Los Angeles Capital’s portfolio managers participate in a competitive compensation program that is aimed at attracting and retaining talented employees with an emphasis on disciplined risk management, ethics and compliance-centered behavior. No component of Los Angeles Capital’s compensation policy or payment scheme is tied directly to the performance of one or more client portfolios or funds. |
Each of Los Angeles Capital’s portfolio managers receives a base salary fixed from year to year. In addition, the portfolio managers participate in Los Angeles Capital’s profit sharing plan. The aggregate amount of the contribution to Los Angeles Capital’s profit sharing plan is based on overall firm profitability with amounts paid to individual employees based on their relative overall compensation. Each of the portfolio managers also are shareholders of Los Angeles Capital and receive compensation based upon the firm’s overall profits. Certain portfolio managers are also eligible to receive a discretionary bonus from Los Angeles Capital. |
Manulife : Manulife Asset Management has designed its compensation plan to effectively attract, retain and reward top investment talent. The incentive plan is designed to align and reward investment teams that deliver consistent value added performance for the company’s client and partners through world-class investment strategies and solutions. | |
Investment professionals are compensated with a combination of base salary and incentives as detailed below. | |
Base salaries | |
Base salaries are market-based and salary ranges are periodically reviewed. Individual salary adjustments are based on individual performance against mutually-agreed-upon objectives and development of technical skills. | |
Incentives — Short- and Long-Term | |
All investment professionals (including portfolio managers, analysts and traders) are eligible for participation in a short and long term investment incentive plan. These incentives are tied to performance against various objective and subjective measures, including: | |
Investment Performance — Performance of portfolios managed by the investment team. This is the most heavily weighted factor and it is measured relative to an appropriate benchmark or universe over established time periods. | |
Financial Performance — Performance of Manulife Asset Management and its parent corporation. | |
Non-Investment Performance — Derived from the contributions an investment professional brings to Manulife Asset Management. |
Statement of Additional Information – May 1, 2018 | 133 |
Awards under this plan include: | |
Annual Cash Awards | |
Deferred Incentives — One hundred percent of this portion of the award is invested in strategies managed by the team/individual as well as other Manulife Asset Management strategies. | |
Manulife equity awards — Investment professionals that are considered officers of Manulife receive a portion of their award in Manulife Restricted Share Units (RSUs) or stock options. This plan is based on the value of the underlying common shares of Manulife. |
PGIM : The base salary of an investment professional in the PGIM Fixed Income unit of PGIM is based on market data relative to similar positions as well as the past performance, years of experience and scope of responsibility of the individual. Incentive compensation, including the annual cash bonus, the long-term equity grant and grants under PGIM Fixed Income’s long-term incentive plans, is primarily based on such person’s contribution to PGIM Fixed Income’s goal of providing investment performance to clients consistent with portfolio objectives, guidelines and risk parameters and market-based data such as compensation trends and levels of overall compensation for similar positions in the asset management industry. In addition, an investment professional’s qualitative contributions to the organization and its commercial success are considered in determining incentive compensation. Incentive compensation is not solely based on the performance of, or value of assets in, any single account or group of client accounts. | |
An investment professional’s annual cash bonus is paid from an annual incentive pool. The pool is developed as a percentage of PGIM Fixed Income’s operating income and the percentage used to calculate the pool may be refined by factors such as: | |
- business initiatives; | |
- the number of investment professionals receiving a related peer group compensation; and | |
- investment performance of portfolios: (i) relative to appropriate peer groups and/or (ii) as measured against relevant investment indices. | |
Long-term compensation consists of Prudential Financial restricted stock and grants under the long-term incentive plan and targeted long-term incentive plan. Grants under the long-term incentive plan and targeted long-term incentive plan are participation interests in notional accounts with a beginning value of a specified dollar amount. For the long-term incentive plan, the value attributed to these notional accounts increases or decreases over a defined period of time based, in part, on the performance of investment composites representing a number of PGIM Fixed Income’s investment strategies. With respect to targeted long-term incentive awards, the value attributed to the notional accounts increases or decreases over a defined period of time based on the performance of either (i) a long-short investment composite or (ii) a commingled investment vehicle. An investment composite is an aggregation of accounts with similar investment strategies. The long-term incentive plan is designed to more closely align compensation with investment performance and the growth of PGIM Fixed Income’s business. In addition, the targeted long-term incentive plan is designed to align the interests of certain of PGIM Fixed Income’s investment professionals with the performance of a particular long-short composite or commingled investment vehicle. The chief investment officer/head of PGIM Fixed Income also receives (i) performance shares which represent the right to receive shares of Prudential Financial, Inc. common stock conditioned upon, and subject to, the achievement of specified financial performance goals by Prudential Financial, Inc.; (ii) book value units which track the book value per share of Prudential Financial, Inc.; and (iii) Prudential Financial, Inc. stock options. Each of the restricted stock, long-term incentive plan grants, performance shares and book value units and stock options is subject to vesting requirements. |
TCW: The overall objective of TCW’s compensation program for portfolio managers is to attract experienced and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate, are designed to achieve these objectives and to reward the portfolio managers for their contributions to the successful performance of the accounts they manage. Portfolio managers are compensated through a combination of base salary, fee sharing based compensation (“fee sharing”), bonus and equity incentive participation in TCW’s parent company (“equity incentives”). Fee sharing and equity incentives generally represent most of the portfolio managers’ compensation. In some cases, portfolio managers are eligible for discretionary bonuses. | |
Salary. Salary is agreed to with portfolio managers at the time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of a portfolio manager’s compensation. |
Statement of Additional Information – May 1, 2018 | 134 |
Fee Sharing. Fee sharing for investment professionals is based on revenues generated by accounts in the investment strategy area for which the investment professionals are responsible. In most cases, revenues are allocated to a pool and fee sharing compensation is allocated among members of the investment team after the deduction of certain expenses (including compensation over a threshold level) related to the strategy group. The allocations are based on the investment professionals’ contribution to TCW and its clients, including qualitative and quantitative contributions. | |
In general, the same fee sharing percentage is used to compensate a portfolio manager for investment services related to a Fund is generally the same as that used to compensate portfolio managers for other client accounts in the same strategy managed by TWC or an affiliate of TCW (collectively, “the TCW Group”). In some cases, the fee sharing pool includes revenues related to more than one product, in which case each participant in the pool is entitled to fee sharing derived from his or her contributions to all the included products. |
Investment professionals are not directly compensated for generating performance fees. In some cases, the fee sharing pool is subject to fluctuation based on the relative pre-tax performance of the investment strategy composite returns, net of fees and expenses, to that of the benchmark. The measurement of performance relative to the benchmark can be based on single year or multiple year metrics, or a combination thereof. The benchmark used is the one associated with the Fund managed by the portfolio manager as disclosed in the prospectus. Benchmarks vary from strategy to strategy but, within a given strategy, the same benchmark applies to all accounts, including the Funds. |
Discretionary Bonus/Guaranteed Minimums. Discretionary bonuses may be paid out of an investment team’s fee sharing pool, as determined by the supervisor(s) in the department. In other cases where portfolio managers do not receive fee sharing or where it is determined that the combination of salary and fee sharing does not adequately compensate the portfolio manager, discretionary bonuses may be paid by the applicable TCW entity. Also, pursuant to contractual arrangements, some portfolio managers received minimum bonuses. | |
Equity Incentives. Management believes that equity ownership aligns the interests of portfolio managers with the interests of the firm and its clients. Accordingly, TCW Group’s key investment professionals participate in equity incentives through ownership or participation in restricted unit plans that vest over time or unit appreciation plans of TCW’s parent company. The plans include the Fixed Income Retention Plan, Restricted Unit Plan and 2013 Equity Unit Incentive Plan. | |
Under the Fixed Income Retention Plan, certain portfolio managers in the fixed income area were awarded cash and/or partnership units in TCW’s parent company, either on a contractually-determined basis or on a discretionary basis. Awards under this plan were made in 2010 that vest over time. | |
Under the Restricted Unit Plan, certain portfolio managers in the fixed income and equity areas may be awarded partnership units in TCW’s parent company. Awards under this plan have vested over time, subject to satisfaction of performance criteria. | |
Under the 2013 Equity Unit Incentive Plan, certain portfolio managers in the fixed income and equity areas may be awarded options to acquire partnership units in TCW’s parent company with a strike price equal to the fair market value of the option at the date of grant. The options granted under this plan are subject to vesting and other conditions. | |
Other Plans and Compensation Vehicles. Portfolio managers may also elect to participate in the applicable TCW Group’s 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis. |
Threadneedle: Direct compensation is typically comprised of a base salary, and an annual incentive award that is paid either in the form of a cash bonus if the size of the award is under a specified threshold, or, if the size of the award is over a specified threshold, the award is paid in a combination of a cash bonus, an equity incentive award, and deferred compensation. Equity incentive awards are made in the form of Ameriprise Financial restricted stock, or for more senior employees both Ameriprise Financial restricted stock and stock options. The investment return credited on deferred compensation is based on the performance of specified Threadneedle funds, in most cases including the funds the portfolio manager manages. | |
Base salary is typically determined based on market data relevant to the employee’s position, as well as other factors including internal equity. Base salaries are reviewed annually, and increases are typically given as promotional increases, internal equity adjustments, or market adjustments. | |
Annual incentive awards and pool funding are variable and are designed to reward: |
■ | Investment performance, both at the individual and team levels |
■ | Client requirements, in particular the alignment with clients through a mandatory deferral into the company’s own products |
■ | Team cooperation and Values |
Statement of Additional Information – May 1, 2018 | 135 |
Water Island: Investment professionals are compensated with salary and a bonus based on individual performance, both relative and absolute fund performance, and profitability of Water Island. Profit sharing in Water Island may also be included as potential compensation. In addition, Water Island believes employee ownership and the opportunity for all employees to hold ownership interests in Water Island fosters teamwork and encourages longevity in tenure. Ownership shares may be issued to employees based on tenure, position, and contribution to Water Island. Water Island’s policies help ensure that the financial interests of its key investment personnel are aligned with its clients’ financial interests. Water Island also expends efforts to help ensure it attracts and retains key investment talent. Its goal is to focus its employees on long-term rather than short-term performance and to encourage employee retention. |
Statement of Additional Information – May 1, 2018 | 136 |
Statement of Additional Information – May 1, 2018 | 137 |
Administrative Services Fees | |||
2017 | 2016 | 2015 | |
MM Alternative Strategies Fund | N/A | $202,111 | $609,318 |
MM Small Cap Equity Strategies Fund | N/A | 349,312 | 638,594 |
MM Total Return Bond Strategies Fund | N/A | 985,615 | 2,809,022 |
Small Cap Growth Fund I | N/A | 126,449 | 540,729 |
Strategic Income Fund (g) | N/A | 497,333 | 1,322,802 |
For Funds with fiscal period ending October 31 | |||
AMT-Free CT Intermediate Muni Bond Fund | N/A | 36,936 | 111,085 |
AMT-Free Intermediate Muni Bond Fund | N/A | 472,435 | 1,364,016 |
AMT-Free MA Intermediate Muni Bond Fund | N/A | 67,735 | 202,872 |
AMT-Free NY Intermediate Muni Bond Fund | N/A | 64,375 | 186,753 |
Strategic CA Municipal Income Fund | N/A | 119,000 | 331,278 |
Strategic NY Municipal Income Fund | N/A | 44,957 | 124,233 |
For Funds with fiscal period ending December 31 | |||
Real Estate Equity Fund | N/A | 97,784 | 325,962 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(c) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(d) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(e) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
(f) | The Fund did not pay an administrative services fee under the Administrative Services Agreement because payment for such services was included in its Unitary Fee. |
(g) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. |
Statement of Additional Information – May 1, 2018 | 138 |
Statement of Additional Information – May 1, 2018 | 139 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 24, 2017, and therefore has no reporting information for periods prior to such date. |
(c) | No historical information is given for the Fund because the Fund had not commenced operations as of the date of this SAI. |
(d) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(e) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(f) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(g) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(h) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
(i) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Distribution Fee | Service Fee | Combined Total | |
Class A | up to 0.10% | 0.25% | Up to 0.25% (a)(b) |
Statement of Additional Information – May 1, 2018 | 140 |
Distribution Fee | Service Fee | Combined Total | |
Class A for Multi-Manager Strategies Funds | up to 0.25% | up to 0.25% | 0.25% (c) |
Class Adv | None | None | None |
Class C | 0.75% | 0.25% | 1.00% (b)(d) |
Class Inst | None | None | None |
Class Inst2 | None | None | None |
Class Inst3 | None | None | None |
Class E | 0.10% | 0.25% | 0.35% |
Class R | 0.50% | — (e) | 0.50% |
Class T | up to 0.25% | up to 0.25% | 0.25% (f) |
Class V | None | 0.50% (g) | 0.50% (g) |
Shares of Ultra Short Term Bond Fund | None | None | None |
(a) | As shown in the table below, the maximum distribution and service fees of Class A shares varies among the Funds. |
Funds |
Class
A
Distribution Fee |
Class
A
Service Fee |
Class
A
Combined Total |
Adaptive Risk Allocation Fund, Alternative Beta Fund, AMT-Free CT Intermediate Muni Bond Fund, AMT-Free MA Intermediate Muni Bond Fund, AMT-Free NY Intermediate Muni Bond Fund, Bond Fund, Corporate Income Fund, Diversified Absolute Return Fund, Diversified Real Return Fund; Emerging Markets Fund, Global Dividend Opportunity Fund, Global Energy and Natural Resources Fund, Greater China Fund, Multi-Asset Income Fund, Pacific/Asia Fund, Select Large Cap Growth Fund, Small Cap Value Fund I, Strategic CA Municipal Income Fund, Strategic Income Fund, Strategic NY Municipal Income Fund, U.S. Social Bond Fund and U.S. Treasury Index Fund | — | 0.25% | 0.25% |
AMT-Free Intermediate Muni Bond Fund, HY Municipal Fund and Tax-Exempt Fund | — | 0.20% | 0.20% |
AMT-Free OR Intermediate Muni Bond Fund, Balanced Fund, Contrarian Core Fund, Disciplined Small Core Fund, Dividend Income Fund, Global Technology Growth Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Real Estate Equity Fund, Small Cap Growth Fund I and Total Return Bond Fund | up to 0.10% | up to 0.25% | Up to 0.35%; these Funds may pay distribution and service fees up to a maximum of 0.35% of their average daily net assets attributable to Class A shares but currently limit such fees to an aggregate fee of not more than 0.25% |
(b) | The annual service fee for Class A and Class C shares of HY Municipal Fund, AMT-Free Intermediate Muni Bond Fund and Tax-Exempt Fund may equal up to 0.20% of the average daily net asset value of all shares of such Fund class. The annual distribution fee for Class C shares for AMT-Free Intermediate Muni Bond Fund shall be 0.65% of the average daily net assets of the Fund’s Class C shares. The Distributor has voluntarily agreed to waive the Service Fee for Class A and Class C shares of U.S. Treasury Index Fund so that the Service Fee does not exceed 0.15% annually. This arrangement may be modified by the Distributor at any time. |
(c) | Class A shares of Multi-Manager Strategies Funds may pay distribution and service fees up to a maximum of 0.25% of the Fund’s average daily net assets attributable to Class A shares (comprised of up to 0.25% for distribution services and up to 0.25% for shareholder liaison services). |
(d) | The Distributor has voluntarily agreed to waive a portion of the distribution fee for Class C shares of the following Funds so that the distribution fee does not exceed the specified percentage annually: 0.45% for AMT-Free CT Intermediate Muni Bond Fund, AMT-Free MA Intermediate Muni Bond Fund, AMT-Free NY Intermediate Muni Bond Fund, AMT-Free OR Intermediate Muni Bond Fund, Strategic CA Municipal Income Fund and Strategic NY Municipal Income Fund; 0.60% for Corporate Income Fund; 0.65% for HY Municipal Fund and Tax-Exempt Fund; and 0.70% for U.S. Treasury Index Fund. These arrangements may be modified or terminated by the Distributor at any time. |
(f) | The combined distribution fee and service fee for Class T shares shall not exceed 0.25%. |
(g) | The shareholder servicing fees for Class V shares are up to 0.50% of average daily net assets attributable to Class V shares for equity Funds and 0.40% for fixed income Funds. In general, the Funds currently limit such fees to a maximum of 0.25% for equity Funds and 0.15% for fixed income Funds. These fees for Class V shares are not paid pursuant to a Rule 12b-1 plan. See Class V Shares Shareholder Service Fees below for more information. |
Statement of Additional Information – May 1, 2018 | 141 |
Statement of Additional Information – May 1, 2018 | 142 |
Fund | Class A | Class C | Class R | Class T | Class V |
For Funds with fiscal period ending January 31 | |||||
Diversified Real Return Fund | $162 | $415 | N/A | $22 | N/A |
For Funds with fiscal period ending March 31 | |||||
MM Growth Strategies Fund | 5,395,143 | N/A | N/A | N/A | N/A |
Pacific/Asia Fund | 6,673 | 9,235 | N/A | 7 | N/A |
Select Large Cap Growth Fund | 2,523,309 | 1,948,597 | $79,817 | 23,784 | N/A |
For Funds with fiscal period ending April 30 | |||||
Bond Fund | 140,756 | 108,524 | 6,978 | 25 | $15,813 |
Corporate Income Fund | 237,708 | 99,430 | N/A | 61,475 | N/A |
MM Directional Alternative Strategies Fund | 1,061,513 (a) | N/A (a) | N/A (a) | N/A (a) | N/A (a) |
Multi-Asset Income Fund | 1,062 | 2,641 | N/A | 24 | N/A |
Small Cap Value Fund I | 615,253 | 272,557 | 14,605 | N/A | N/A |
Total Return Bond Fund | 2,323,070 | 541,007 | 10,627 | 1,046,345 | N/A |
U.S. Treasury Index Fund | 72,439 | 80,331 | N/A | 358,943 | N/A |
For Funds with fiscal period ending May 31 | |||||
Adaptive Risk Allocation Fund | 384,411 | 780,436 | 15,933 | 1,550,105 | N/A |
Alternative Beta Fund | 34,800 | 16,453 | 46 | 489,200 | N/A |
Diversified Absolute Return Fund | 357 | 142 | N/A | 27,871 | N/A |
Dividend Income Fund | 5,750,410 | 7,385,509 | 463,216 | 224 | 190,638 |
HY Municipal Fund | 340,902 | 502,733 | N/A | N/A | N/A |
For Funds with fiscal period ending July 31 | |||||
AMT-Free OR Intermediate Muni Bond Fund | 125,634 | 184,831 | N/A | N/A | N/A |
Large Cap Growth Fund (b) | 4,419,525 | 1,024,524 | 137,651 | 154,824 | 456,438 |
Tax-Exempt Fund | 6,155,287 | 974,695 | N/A | N/A | N/A |
U.S. Social Bond Fund | 9,416 | 7,169 | N/A | N/A | N/A |
Ultra Short Term Bond Fund | N/A | N/A | N/A | N/A | N/A |
For Funds with fiscal period ending August 31 | |||||
Balanced Fund | 7,569,839 | 14,108,132 | 490,083 | 2 | N/A |
Contrarian Core Fund | 6,061,118 | 7,086,541 | 569,474 | 165,466 | 371,584 |
Disciplined Small Core Fund | 154,484 | 130,463 | N/A | 459 | 146,821 |
Emerging Markets Fund | 615,340 | 193,689 | 50,187 | 90,096 | N/A |
Global Dividend Opportunity Fund | 259,598 | 90,701 | 8,339 | 5 | N/A |
Global Energy and Natural Resources Fund | 221,768 | 145,380 | 45,637 | N/A | N/A |
Global Technology Growth Fund | 469,830 | 753,103 | N/A | N/A | N/A |
Greater China Fund | 143,698 | 95,013 | N/A | 5 | N/A |
Mid Cap Growth Fund | 2,117,819 | 437,457 | 77,454 | 340 | 54,239 |
MM Alternative Strategies Fund | 891,194 | N/A | N/A | N/A | N/A |
MM Small Cap Equity Strategies Fund | 1,303,432 | N/A | N/A | N/A | N/A |
MM Total Return Bond Strategies Fund | 8,847,864 | N/A | N/A | N/A | N/A |
Small Cap Growth Fund I | 444,679 | 129,421 | 7,051 | N/A | N/A |
Statement of Additional Information – May 1, 2018 | 143 |
Fund | Class A | Class C | Class R | Class T | Class V |
Strategic Income Fund (c) | $2,848,122 | $2,719,573 | $24,995 | $21 | N/A |
For Funds with fiscal period ending October 31 | |||||
AMT-Free CT Intermediate Muni Bond Fund | 19,635 | 33,438 | N/A | N/A | $16,176 |
AMT-Free Intermediate Muni Bond Fund | 417,368 | 429,322 | N/A | 15 (d) | 20,260 |
AMT-Free MA Intermediate Muni Bond Fund | 49,870 | 62,131 | N/A | N/A | 26,998 |
AMT-Free NY Intermediate Muni Bond Fund | 45,609 | 139,124 | N/A | N/A | 10,047 |
Strategic CA Municipal Income Fund | 867,098 | 346,116 | N/A | N/A | N/A |
Strategic NY Municipal Income Fund | 370,617 | 203,124 | N/A | N/A | N/A |
For Funds with fiscal period ending December 31 | |||||
Real Estate Equity Fund | 245,000 | 152,136 | 36,081 | 51 | N/A |
(a) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(b) | The Fund paid distribution and/or service fees of $51,598 for Class E shares and $8,388 for Class F shares for the fiscal year ended 2017. |
(c) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
(d) | For the period from April 3, 2017 to October 31, 2017. |
Statement of Additional Information – May 1, 2018 | 144 |
Statement of Additional Information – May 1, 2018 | 145 |
Statement of Additional Information – May 1, 2018 | 146 |
Amounts Reimbursed | |||
2017 | 2016 | 2015 | |
U.S. Social Bond Fund | $207,641 | $217,320 | $69,661 (h) |
Ultra Short Term Bond Fund | 88,030 | 83,758 | 93,709 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | 0 | 0 | 0 |
Contrarian Core Fund | 0 | 0 | 0 |
Disciplined Small Core Fund | 104,936 | 38,331 | 0 |
Emerging Markets Fund | 277,910 | 0 | 0 |
Global Dividend Opportunity Fund | 803,209 | 767,205 | 446,626 |
Global Energy and Natural Resources Fund | 0 | 0 | 0 |
Global Technology Growth Fund | 0 | 0 | 0 |
Greater China Fund | 0 | 0 | 0 |
Mid Cap Growth Fund | 0 | 0 | 0 |
MM Alternative Strategies Fund | 0 | 0 | 0 |
MM Small Cap Equity Strategies Fund | 2,192,588 | 1,786,978 | 1,694,733 |
MM Total Return Bond Strategies Fund | 0 | 0 | 0 |
Small Cap Growth Fund I | 186,196 | 135,594 | 0 |
Strategic Income Fund | 0 (i) | 97,786 | 627,722 |
For Funds with fiscal period ending October 31 | |||
AMT-Free CT Intermediate Muni Bond Fund | 201,139 | 277,658 | 288,981 |
AMT-Free Intermediate Muni Bond Fund | 1,306,973 | 2,078,361 | 2,569,822 |
AMT-Free MA Intermediate Muni Bond Fund | 311,514 | 446,678 | 462,338 |
AMT-Free NY Intermediate Muni Bond Fund | 430,003 | 591,994 | 576,794 |
Strategic CA Municipal Income Fund | 75,096 | 348,734 | 457,819 |
Strategic NY Municipal Income Fund | 122,135 | 226,407 | 244,644 |
For Funds with fiscal period ending December 31 | |||
Real Estate Equity Fund | 0 | 0 | 0 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 24, 2017, and therefore has no reporting information for periods prior to such date. |
(c) | No historical information is given for the Fund because the Fund had not commenced operations as of the date of this SAI. |
(d) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(e) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(f) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(g) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
(h) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
(i) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Statement of Additional Information – May 1, 2018 | 147 |
(a) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(b) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Statement of Additional Information – May 1, 2018 | 148 |
Statement of Additional Information – May 1, 2018 | 149 |
Statement of Additional Information – May 1, 2018 | 150 |
Statement of Additional Information – May 1, 2018 | 151 |
Statement of Additional Information – May 1, 2018 | 152 |
Statement of Additional Information – May 1, 2018 | 153 |
Name, address, year of birth |
Position
held with Subsidiary
and length of service |
Principal occupation during past five years |
Anthony
P. Haugen
807 Ameriprise Financial Center, Minneapolis, MN 55474-2405 Born 1964 |
Director
since
November 2013 |
Vice
President – Finance, Ameriprise Financial, Inc.
since June 2004 |
Amy
K. Johnson
5228 Ameriprise Financial Center Minneapolis, MN 55474-2405 Born 1965 |
Director
since
November 2013 |
See Fund Governance – Fund Officers . |
Christopher
O. Petersen
5228 Ameriprise Financial Center Minneapolis, MN 55474-2405 Born 1970 |
Director
since
January 2015 |
See Fund Governance – Fund Officers . |
Subsidiary |
Assets
(millions) |
Annual
rate at
each asset level (a) |
ASGM Offshore Fund, Ltd. | $0 - $500 | 1.100% |
ASMF Offshore Fund, Ltd. | >$500 - $1,000 | 1.050% |
(Subsidiaries of MM Alternative Strategies Fund) | >$1,000 - $3,000 | 1.020% |
>$3,000 - $6,000 | 0.990% | |
>$6,000 - $12,000 | 0.960% | |
>$12,000 | 0.950% |
Statement of Additional Information – May 1, 2018 | 154 |
Subsidiary |
Assets
(millions) |
Annual
rate at
each asset level (a) |
CAAF Offshore Fund, Ltd. | $0 - $500 | 0.960% |
(Subsidiary of Alternative Beta Fund) | >$500 - $1,000 | 0.955% |
>$1,000 - $3,000 | 0.950% | |
>$3,000 - $12,000 | 0.940% | |
>$12,000 | 0.930% | |
CDARF1 Offshore Fund, Ltd. | $0 - $500 | 1.180% |
CDARF2 Offshore Fund, Ltd. | >$500 - $1,000 | 1.130% |
CDARF3 Offshore Fund, Ltd. | >$1,000 - $3,000 | 1.100% |
(Subsidiaries of Diversified Absolute Return Fund) | >$3,000 - $6,000 | 1.070% |
>$6,000 - $12,000 | 1.040% | |
>$12,000 | 1.030% |
(a) | When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the daily net assets of the Fund. |
Statement of Additional Information – May 1, 2018 | 155 |
Statement of Additional Information – May 1, 2018 | 156 |
Name, Address, Year of Birth | Position Held with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
David
M. Moffett
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1952 |
Trustee
2011 |
Retired; Consultant to Bridgewater and Associates | 70 | Director, CSX Corporation (transportation suppliers); Genworth Financial, Inc. (financial and insurance products and services); Paypal Holdings Inc. (payment and data processing services); Trustee, University of Oklahoma Foundation; former Director, eBay Inc. (online trading community), 2007-2015; and former Director, CIT Bank, CIT Group Inc. (commercial and consumer finance), 2010-2016 | Compliance, Audit, Investment Oversight Committee #1 |
John
J. Neuhauser
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1943 |
Trustee
1984 |
President, Saint Michael’s College since August 2007; Director or Trustee of several non-profit organizations, including University of Vermont Medical Center; Academic Vice President and Dean of Faculties, Boston College from August 1999 to October 2005; University Professor, Boston College from November 2005 to August 2007 | 70 | Liberty All-Star Equity Fund and Liberty All-Star Growth Fund (closed-end funds) | Advisory Fees & Expenses, Product and Distribution, Investment Oversight Committee #2 |
Patrick
J. Simpson
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1944 |
Trustee
2000 |
Of Counsel, Perkins Coie LLP (law firm) since 2015; Partner, Perkins Coie LLP from 1988 to 2014 | 70 | None | Advisory Fees & Expenses, Audit, Governance, Investment Oversight Committee #1 |
Anne-Lee
Verville
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1945 |
Trustee
1998 |
Retired. General Manager, Global Education Industry from 1994 to 1997, President – Application Systems Division from 1991 to 1994, Chief Financial Officer – US Marketing & Services from 1988 to 1991, and Chief Information Officer from 1987 to 1988, IBM Corporation (computer and technology) | 70 | Enesco Group, Inc. (producer of giftware and home and garden decor products) from 2001 to 2006 | Audit, Compliance, Investment Oversight Committee #1 |
Statement of Additional Information – May 1, 2018 | 157 |
Name, Address, Year of Birth | Position Held with the Funds and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of Funds in the Columbia Funds Complex Overseen |
Other
Directorships
Held by Trustee During the Past Five Years |
Committee Assignments |
J.
Kevin Connaughton
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1964 |
Independent
Trustee Consultant
2016 |
Independent Trustee Consultant, Columbia Funds since March 2016; Adjunct Professor of Finance, Bentley University since November 2017; Managing Director and General Manager of Mutual Fund Products, Columbia Management Investment Advisers, LLC from May 2010 to February 2015; President, Columbia Funds from 2009 to 2015; and senior officer of Columbia Funds and affiliated funds from 2003 to 2015 | 70 | Director, The Autism Project since March 2015; former Trustee, New Century Portfolios, March 2015 – December 2017; formerly on Board of Governors, Gateway Healthcare, January 2016 – December 2017 | Product and Distribution, Advisory Fees & Expenses, Audit, Investment Oversight Committees #1 & #2 |
Natalie
A. Trunow
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1967 |
Independent
Trustee Consultant
2016 |
Independent Trustee Consultant, Columbia Funds since September 2016; Chief Executive Officer, Millennial Portfolio Solutions LLC (asset management and consulting services) since January 2016; Director of Investments, Casey Family Programs from April 2016 to September 2016; Senior Vice President and Chief Investment Officer, Calvert Investments from August 2008 to January 2016; Section Head and Portfolio Manager, General Motors Asset Management from June 1997 to August 2008 | 70 | Director, Health Services for Children with Special Needs, Inc.; Director, Guidewell Financial Solutions | Product and Distribution, Advisory Fees & Expenses, Compliance, Investment Oversight Committees #1 & #2 |
* | J. Kevin Connaughton was appointed consultant to the Independent Trustees effective March 1, 2016. Natalie A. Trunow was appointed consultant to the Independent Trustees effective September 1, 2016. Shareholders of the Funds are expected to be asked to elect each of Mr. Connaughton and Ms. Trunow as a Trustee at a future shareholder meeting. |
Statement of Additional Information – May 1, 2018 | 158 |
Name,
Address,
Year of Birth |
Position
Held
with the Trust and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
William
F. Truscott
c/o Columbia Management Investment Advisers, LLC, 225 Franklin St. Boston, MA 02110 1960 |
Trustee
2012 |
Chairman of the Board and President, Columbia Management Investment Advisers, LLC since May 2010 and February 2012, respectively; Chief Executive Officer, Global Asset Management, Ameriprise Financial, Inc. since September 2012 (previously Chief Executive Officer, U.S. Asset Management & President, Annuities, May 2010 - September 2012); Director and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since May 2010 and February 2012, respectively; Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006; Director, Threadneedle Asset Management Holdings, SARL since 2014; President and Chief Executive Officer, Ameriprise Certificate Company, 2006 - August 2012. | 195 | Chairman of the Board, Columbia Management Investment Advisers, LLC since May 2010; Director, Columbia Management Investment Distributors, Inc. since May 2010; former Director, Ameriprise Certificate Company, 2006 - January 2013 | None |
* | Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of the Investment Manager or Ameriprise Financial. |
Statement of Additional Information – May 1, 2018 | 159 |
Name,
Address
and Year of Birth |
Position
and Year
First Appointed to Position for any Fund in the Columbia Funds Complex or a Predecessor Thereof |
Principal Occupation(s) During Past Five Years |
Paul
B. Goucher
100 Park Avenue New York, NY 10017 Born 1968 |
Senior Vice President (2011) and Assistant Secretary (2008) | Senior Vice President and Assistant General Counsel, Ameriprise Financial, Inc. since January 2017 (previously Vice President and Lead Chief Counsel, November 2008 – January 2017 and January 2013 – January 2017, respectively; and Chief Counsel, January 2010 – January 2013); Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC since May 2010. |
Thomas
P. McGuire
225 Franklin Street Boston, MA 02110 Born 1972 |
Senior Vice President and Chief Compliance Officer (2012) | Vice President – Asset Management Compliance, Ameriprise Financial, Inc., since May 2010; Chief Compliance Officer, Ameriprise Certificate Company since September 2010. |
Colin
Moore
225 Franklin Street Boston, MA 02110 Born 1958 |
Senior Vice President (2010) | Executive Vice President and Global Chief Investment Officer, Ameriprise Financial, Inc., since July 2013; Executive Vice President and Global Chief Investment Officer, Columbia Management Investment Advisers, LLC since July 2013 (previously Director and Global Chief Investment Officer, 2010 – 2013). |
Ryan
C. Larrenaga
225 Franklin Street Boston, MA 02110 Born 1970 |
Senior Vice President (2017), Chief Legal Officer (2017) and Secretary (2015) | Vice President and Group Counsel, Ameriprise Financial, Inc. since August 2011; officer of Columbia Funds and affiliated funds since 2005. |
Michael
E. DeFao
225 Franklin Street Boston, MA 02110 Born 1968 |
Vice President (2011) and Assistant Secretary (2010) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since May 2010. |
Amy
Johnson
5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1965 |
Vice President (2006) | Managing Director and Global Head of Operations, Columbia Management Investment Advisers, LLC since April 2016 (previously Managing Director and Chief Operating Officer, 2010 – 2016). |
Lyn
Kephart-Strong
5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1960 |
Vice President (2015) | President, Columbia Management Investment Services Corp. since October 2014; Vice President & Resolution Officer, Ameriprise Trust Company since August 2009. |
Statement of Additional Information – May 1, 2018 | 160 |
Statement of Additional Information – May 1, 2018 | 161 |
Statement of Additional Information – May 1, 2018 | 162 |
Fiscal Period |
Audit
Committee |
Governance
Committee |
Advisory
Fees
& Expenses Committee |
Compliance
Committee |
Investment
Oversight Committee |
Product
&
Distribution Committee |
For
the fiscal year
ending January 31, 2017 |
6 | 5 | 6 | 5 | 8 | 4 |
For
the fiscal year
ending March 31, 2017 |
6 | 5 | 6 | 5 | 6 | 4 |
For
the fiscal year
ending April 30, 2017 |
7 | 6 | 8 | 6 | 10 | 5 |
For
the fiscal year
ending May 31, 2017 |
6 | 5 | 7 | 6 | 8 | 4 |
For
the fiscal year
ending July 31, 2017 |
7 | 7 | 8 | 6 | 10 | 5 |
For
the fiscal year
ending August 31, 2017 |
7 | 7 | 7 | 6 | 12 | 5 |
For
the fiscal year
ending October 31, 2017 |
5 | 6 | 7 | 5 | 10 | 4 |
For
the fiscal year
ending December 31, 2017 |
6 | 7 | 8 | 6 | 12 | 5 |
Fund | Carrig | Hacker | Lukitsh | Moffett | Neuhauser | Simpson | Verville |
Adaptive Retirement 2020 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2025 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2030 Fund | A | A | A | A | A | A | A |
Statement of Additional Information – May 1, 2018 | 163 |
Fund | Carrig | Hacker | Lukitsh | Moffett | Neuhauser | Simpson | Verville |
Adaptive Retirement 2035 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2040 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2045 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2050 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2055 Fund | A | A | A | A | A | A | A |
Adaptive Retirement 2060 Fund | A | A | A | A | A | A | A |
Adaptive Risk Allocation Fund | A | E | A | A | A | A | A |
Alternative Beta Fund | A | A | A | A | A | A | A |
AMT-Free CT Intermediate Muni Bond Fund | A | A | A | A | A | A | A |
AMT-Free Intermediate Muni Bond Fund | A | A | A | A | A | A | A |
AMT-Free MA Intermediate Muni Bond Fund | A | A | A | A | A | A | A |
AMT-Free NY Intermediate Muni Bond Fund | A | A | A | A | A | A | A |
AMT-Free OR Intermediate Muni Bond Fund | A | A | A | A | A | A | A |
Balanced Fund | A | A | A | A | A | D | E (a) |
Bond Fund | A | A | A | A | A | A | C (a) |
Contrarian Core Fund | E | A | A | A | A | A | A |
Corporate Income Fund | D (a) | A | A | A | A | A | A |
Disciplined Small Core Fund | A | A | A | A | A | A | A |
Diversified Absolute Return Fund | A | A | A | A | A | A | A |
Diversified Real Return Fund | A | A | A | A | A | A | A |
Dividend Income Fund | E (a) | A | A | A | A | E (a) | D (a) |
Emerging Markets Fund | A | E | A | A | A | E (a) | A |
Global Dividend Opportunity Fund | A | A | A | A | A | A | A |
Global Energy and Natural Resources Fund | A | A | A | A | A | D (a) | A |
Global Technology Growth Fund | A | A | E | E (a) | A | A | A |
Greater China Fund | A | E | A | A | A | A | A |
High Yield Municipal Fund | A | A | A | A | A | A | A |
Large Cap Growth Fund | D | A | A | A | A | E (a) | D (a) |
Mid Cap Growth Fund | A | A | A | A | A | B | A |
MM Alternative Strategies Fund | A | A | A | A | A | A | A |
MM Directional Alternative Strategies Fund | A | A | A | A | A | A | A |
MM Growth Strategies Fund | A | A | A | A | A | A | A |
MM Small Cap Equity Strategies Fund | A | A | A | A | A | A | A |
MM Total Return Bond Strategies Fund | A | A | A | A | A | A | A |
Multi-Asset Income Fund | A | A | A | A | A | A | A |
Pacific/Asia Fund | A | A | A | A | A | A | A |
Real Estate Equity Fund | A | A | A | A | A | E (a) | A |
Select Large Cap Growth Fund | D | E | A | A | A | A | A |
Small Cap Growth Fund I | A | A | A | A | A | E (a) | A |
Small Cap Value Fund I | A | A | A | A | E | E (a) | A |
Solutions Aggressive Portfolio | A | A | A | A | A | A | A |
Solutions Conservative Portfolio | A | A | A | A | A | A | A |
Strategic CA Municipal Income Fund | A | A | A | A | A | A | A |
Strategic Income Fund | A | A | A | A | A | A | D (a) |
Statement of Additional Information – May 1, 2018 | 164 |
Fund | Carrig | Hacker | Lukitsh | Moffett | Neuhauser | Simpson | Verville |
Strategic NY Municipal Income Fund | A | A | A | A | A | A | A |
Tax-Exempt Fund | A | A | A | A | E | A | A |
Total Return Bond Fund | A | A | A | A | A | E (a) | A |
U.S. Social Bond Fund | A | A | A | A | A | A | A |
U.S. Treasury Index Fund | A | A | A | A | A | A | A |
Ultra Short Term Bond Fund | A | A | A | A | A | A | A |
Aggregate Dollar Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee | E (a) | E | E | E (a) | E | E (a) | E (a) |
(a) | Includes the value of compensation payable under a Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Complex overseen by the Trustee as specified by the Trustee. |
Fund | Connaughton | Trunow |
Adaptive Retirement 2020 Fund | A | A |
Adaptive Retirement 2025 Fund | A | A |
Adaptive Retirement 2030 Fund | A | A |
Adaptive Retirement 2035 Fund | A | A |
Adaptive Retirement 2040 Fund | A | A |
Adaptive Retirement 2045 Fund | A | A |
Adaptive Retirement 2050 Fund | A | A |
Adaptive Retirement 2055 Fund | A | A |
Adaptive Retirement 2060 Fund | A | A |
Adaptive Risk Allocation Fund | A | A |
Alternative Beta Fund | A | A |
AMT-Free CT Intermediate Muni Bond Fund | A | A |
AMT-Free Intermediate Muni Bond Fund | A | A |
AMT-Free MA Intermediate Muni Bond Fund | A | A |
AMT-Free NY Intermediate Muni Bond Fund | A | A |
AMT-Free OR Intermediate Muni Bond Fund | A | A |
Balanced Fund | C | A |
Bond Fund | A | A |
Contrarian Core Fund | E | A |
Corporate Income Fund | A | A |
Disciplined Small Core Fund | A | A |
Diversified Absolute Return Fund | A | A |
Diversified Real Return Fund | A | A |
Dividend Income Fund | A | A |
Emerging Markets Fund | D | A |
Global Dividend Opportunity Fund | A | A |
Global Energy and Natural Resources Fund | A | A |
Global Technology Growth Fund | A | A |
Greater China Fund | A | A |
High Yield Municipal Fund | A | A |
Large Cap Growth Fund | A | A |
Mid Cap Growth Fund | A | A |
Statement of Additional Information – May 1, 2018 | 165 |
Fund | Connaughton | Trunow |
MM Alternative Strategies Fund | A | A |
MM Directional Alternative Strategies Fund | A | A |
MM Growth Strategies Fund | A | A |
MM Small Cap Equity Strategies Fund | A | A |
MM Total Return Bond Strategies Fund | A | A |
Multi-Asset Income Fund | A | A |
Pacific/Asia Fund | A | A |
Real Estate Equity Fund | A | A |
Select Large Cap Growth Fund | E | A |
Small Cap Growth Fund I | A | A |
Small Cap Value Fund I | A | A |
Solutions Aggressive Portfolio | A | A |
Solutions Conservative Portfolio | A | A |
Strategic CA Municipal Income Fund | A | A |
Strategic Income Fund | E | A |
Strategic NY Municipal Income Fund | A | A |
Tax-Exempt Fund | A | A |
Total Return Bond Fund | A | A |
U.S. Social Bond Fund | A | A |
U.S. Treasury Index Fund | A | A |
Ultra Short Term Bond Fund | A | A |
Aggregate
Dollar Range of Equity Securities in all Funds in the
Columbia Funds Complex Overseen by the Consultant |
E | A |
Fund | Truscott |
Adaptive Retirement 2020 Fund | A |
Adaptive Retirement 2025 Fund | A |
Adaptive Retirement 2030 Fund | A |
Adaptive Retirement 2035 Fund | A |
Adaptive Retirement 2040 Fund | A |
Adaptive Retirement 2045 Fund | A |
Adaptive Retirement 2050 Fund | A |
Adaptive Retirement 2055 Fund | A |
Adaptive Retirement 2060 Fund | A |
Adaptive Risk Allocation Fund | E |
Alternative Beta Fund | E |
AMT-Free CT Intermediate Muni Bond Fund | A |
AMT-Free Intermediate Muni Bond Fund | A |
AMT-Free MA Intermediate Muni Bond Fund | A |
AMT-Free NY Intermediate Muni Bond Fund | A |
AMT-Free OR Intermediate Muni Bond Fund | A |
Balanced Fund | A |
Bond Fund | A |
Contrarian Core Fund | E (a) |
Statement of Additional Information – May 1, 2018 | 166 |
Fund | Truscott |
Corporate Income Fund | B |
Disciplined Small Core Fund | A |
Diversified Absolute Return Fund | A |
Diversified Real Return Fund | A |
Dividend Income Fund | A |
Emerging Markets Fund | D |
Global Dividend Opportunity Fund | A |
Global Energy and Natural Resources Fund | A |
Global Technology Growth Fund | A |
Greater China Fund | A |
High Yield Municipal Fund | E |
Large Cap Growth Fund | D |
Mid Cap Growth Fund | A |
MM Alternative Strategies Fund | A |
MM Directional Alternative Strategies Fund | A |
MM Growth Strategies Fund | A |
MM Small Cap Equity Strategies Fund | A |
MM Total Return Bond Strategies Fund | A |
Multi-Asset Income Fund | A |
Pacific/Asia Fund | A |
Real Estate Equity Fund | A |
Select Large Cap Growth Fund | E |
Small Cap Growth Fund I | A |
Small Cap Value Fund I | A |
Solutions Aggressive Portfolio | A |
Solutions Conservative Portfolio | A |
Strategic CA Municipal Income Fund | A |
Strategic Income Fund | E |
Strategic NY Municipal Income Fund | A |
Tax-Exempt Fund | A |
Total Return Bond Fund | C |
U.S. Social Bond Fund | A |
U.S. Treasury Index Fund | B |
Ultra Short Term Bond Fund | A |
Aggregate
Dollar Range of Equity Securities in all Funds in the
Columbia Funds Complex Overseen by the Trustee |
E (a) |
(a) | Includes notional investments through a deferred compensation account. Mr. Truscott’s deferred compensation plan is separate from that of the Independent Trustees (for these purposes, including Mr. Connaughton and Ms. Trunow, as Consultants to the Independent Trustees). |
Statement of Additional Information – May 1, 2018 | 167 |
(a) | Includes any portion of cash compensation Trustees elected to defer during the fiscal period. |
(b) | The Trustees may elect to defer a portion of the total cash compensation payable. Additional information regarding the Deferred Compensation Plan is described below. |
(c) | Mr. Nelson served as Trustee until December 31, 2017, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(d) | Mr. Connaughton receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $280,000 (effective in 2018). |
(e) | Ms. Trunow receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $280,000 (effective in 2018). |
Statement of Additional Information – May 1, 2018 | 168 |
Statement of Additional Information – May 1, 2018 | 169 |
Fund | Aggregate Compensation from Fund | |||||||||||
Independent Trustees | Consultant to Independent Trustees | |||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
William
E.
Mayer (b) |
David
M.
Moffett (c) |
Charles
R.
Nelson (d) |
John
J.
Neuhauser |
Patrick
J.
Simpson (e) |
Anne-Lee
Verville (f) |
J.
Kevin
Connaughton (g) |
Natalie
A.
Trunow (h) |
||
Corporate Income Fund | $3,905 | $5,748 | $3,913 | $2,010 | $3,959 | $3,712 | $4,033 | $4,175 | $3,884 | $3,729 | $3,017 | |
Amount Deferred | $3,905 | $0 | $0 | $0 | $2,072 | $0 | $0 | $1,903 | $0 | $0 | $1,101 | |
MM Directional Alternative Strategies Fund | $1,692 (k) | $2,488 (k) | $1,716 (k) | $54 (k) | $1,771 (k) | $1,655 (k) | $1,765 (k) | $1,804 (k) | $1,719 (k) | $1,778 (k) | $1,665 (k) | |
Amount Deferred | $1,692 | $0 | $0 | $0 | $76 | $0 | $0 | $759 | $0 | $0 | $980 | |
Multi-Asset Income Fund | $1,745 | $2,572 | $1,749 | $889 | $1,770 | $1,658 | $1,803 | $1,865 | $1,736 | $1,674 | $1,366 | |
Amount Deferred | $1,745 | $0 | $0 | $0 | $916 | $0 | $0 | $845 | $0 | $0 | $501 | |
Small Cap Value Fund I | $2,701 | $3,978 | $2,707 | $1,382 | $2,739 | $2,567 | $2,790 | $2,887 | $2,687 | $2,586 | $2,098 | |
Amount Deferred | $2,701 | $0 | $0 | $0 | $1,425 | $0 | $0 | $1,312 | $0 | $0 | $769 | |
Total Return Bond Fund | $7,435 | $10,975 | $7,449 | $4,029 | $7,529 | $7,064 | $7,682 | $7,961 | $7,391 | $7,122 | $5,683 | |
Amount Deferred | $7,435 | $0 | $0 | $0 | $4,152 | $0 | $0 | $3,622 | $0 | $0 | $2,001 | |
U.S. Treasury Index Fund | $3,107 | $4,585 | $3,112 | $1,651 | $3,147 | $2,950 | $3,207 | $3,324 | $3,089 | $2,976 | $2,403 | |
Amount Deferred | $3,107 | $0 | $0 | $0 | $1,700 | $0 | $0 | $1,512 | $0 | $0 | $857 | |
For Funds with fiscal period ending May 31 | ||||||||||||
Adaptive Risk Allocation Fund | $3,664 | $5,429 | $3,716 | $1,535 | $3,730 | $3,513 | $3,807 | $3,926 | $3,654 | $3,542 | $3,007 | |
Amount Deferred | $3,664 | $0 | $0 | $0 | $1,583 | $0 | $0 | $1,777 | $0 | $0 | $1,232 | |
Alternative Beta Fund | $2,087 | $3,099 | $2,107 | $1,018 | $2,117 | $1,987 | $2,159 | $2,233 | $2,077 | $2,011 | $1,656 | |
Amount Deferred | $2,087 | $0 | $0 | $0 | $1,048 | $0 | $0 | $1,009 | $0 | $0 | $623 | |
Diversified Absolute Return Fund | $1,735 | $2,576 | $1,745 | $917 | $1,755 | $1,643 | $1,788 | $1,854 | $1,723 | $1,664 | $1,340 | |
Amount Deferred | $1,735 | $0 | $0 | $0 | $943 | $0 | $0 | $839 | $0 | $0 | $477 | |
Dividend Income Fund | $20,289 | $30,057 | $20,443 | $10,111 | $20,558 | $19,277 | $20,944 | $21,685 | $20,169 | $19,442 | $15,844 | |
Amount Deferred | $20,289 | $0 | $0 | $0 | $10,412 | $0 | $0 | $9,849 | $0 | $0 | $5,886 | |
HY Municipal Fund | $3,265 | $4,855 | $3,287 | $1,729 | $3,308 | $3,097 | $3,369 | $3,491 | $3,246 | $3,144 | $2,532 | |
Amount Deferred | $3,265 | $0 | $0 | $0 | $1,781 | $0 | $0 | $1,574 | $0 | $0 | $902 | |
For Funds with fiscal period ending July 31 | ||||||||||||
AMT-Free OR Intermediate Muni Bond Fund | $2,561 | $3,711 | $2,475 | $768 | $2,553 | $2,359 | $2,535 | $2,691 | $2,429 | $2,369 | $2,286 | |
Amount Deferred | $2,561 | $0 | $0 | $0 | $705 | $0 | $0 | $1,252 | $0 | $0 | $1,025 | |
Large Cap Growth Fund | $8,481 | $12,274 | $8,188 | $2,449 | $8,472 | $7,804 | $8,386 | $8,907 | $8,035 | $7,822 | $7,549 | |
Amount Deferred | $8,481 | $0 | $0 | $0 | $2,336 | $0 | $0 | $4,155 | $0 | $0 | $3,388 | |
Tax-Exempt Fund | $9,862 | $14,294 | $9,540 | $2,988 | $9,837 | $9,086 | $9,774 | $10,368 | $9,361 | $9,121 | $8,793 | |
Amount Deferred | $9,862 | $0 | $0 | $0 | $2,849 | $0 | $0 | $4,832 | $0 | $0 | $3,892 | |
U.S. Social Bond Fund | $1,688 | $2,446 | $1,630 | $482 | $1,688 | $1,554 | $1,670 | $1,773 | $1,599 | $1,560 | $1,507 | |
Amount Deferred | $1,688 | $0 | $0 | $0 | $460 | $0 | $0 | $825 | $0 | $0 | $679 | |
Ultra Short Term Bond Fund | $5,095 | $7,376 | $4,930 | $1,352 | $5,109 | $4,704 | $5,049 | $5,352 | $4,839 | $4,726 | $4,561 | |
Amount Deferred | $5,095 | $0 | $0 | $0 | $1,297 | $0 | $0 | $2,482 | $0 | $0 | $2,104 | |
For Funds with fiscal period ending August 31 | ||||||||||||
Balanced Fund | $14,434 | $20,825 | $13,930 | $2,758 | $14,714 | $13,311 | $14,256 | $15,385 | $13,795 | $13,049 | $12,601 | |
Amount Deferred | $14,434 | $0 | $0 | $0 | $2,837 | $0 | $0 | $7,456 | $0 | $0 | $5,834 | |
Contrarian Core Fund | $22,425 | $32,543 | $21,679 | $4,611 | $22,870 | $20,681 | $22,196 | $23,933 | $21,478 | $20,521 | $19,799 | |
Amount Deferred | $22,425 | $0 | $0 | $0 | $4,735 | $0 | $0 | $11,472 | $0 | $0 | $8,991 |
Statement of Additional Information – May 1, 2018 | 170 |
Fund | Aggregate Compensation from Fund | |||||||||||
Independent Trustees | Consultant to Independent Trustees | |||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
William
E.
Mayer (b) |
David
M.
Moffett (c) |
Charles
R.
Nelson (d) |
John
J.
Neuhauser |
Patrick
J.
Simpson (e) |
Anne-Lee
Verville (f) |
J.
Kevin
Connaughton (g) |
Natalie
A.
Trunow (h) |
||
Disciplined Small Core Fund | $2,148 | $3,131 | $2,077 | $466 | $2,190 | $1,979 | $2,128 | $2,295 | $2,059 | $1,980 | $1,912 | |
Amount Deferred | $2,148 | $0 | $0 | $0 | $477 | $0 | $0 | $1,092 | $0 | $0 | $856 | |
Emerging Markets Fund | $4,260 | $6,208 | $4,123 | $919 | $4,348 | $3,930 | $4,223 | $4,551 | $4,086 | $3,929 | $3,791 | |
Amount Deferred | $4,260 | $0 | $0 | $0 | $945 | $0 | $0 | $2,165 | $0 | $0 | $1,700 | |
Global Dividend Opportunity Fund | $2,873 | $4,181 | $2,776 | $616 | $2,929 | $2,646 | $2,843 | $3,069 | $2,751 | $2,638 | $2,547 | |
Amount Deferred | $2,873 | $0 | $0 | $0 | $630 | $0 | $0 | $1,466 | $0 | $0 | $1,143 | |
Global Energy and Natural Resources Fund | $2,129 | $3,099 | $2,058 | $454 | $2,171 | $1,962 | $2,108 | $2,274 | $2,039 | $1,957 | $1,890 | |
Amount Deferred | $2,129 | $0 | $0 | $0 | $465 | $0 | $0 | $1,084 | $0 | $0 | $849 | |
Global Technology Growth Fund | $2,890 | $4,173 | $2,784 | $571 | $2,945 | $2,660 | $2,850 | $3,082 | $2,758 | $2,609 | $2,521 | |
Amount Deferred | $2,890 | $0 | $0 | $0 | $586 | $0 | $0 | $1,495 | $0 | $0 | $1,155 | |
Greater China Fund | $1,857 | $2,700 | $1,793 | $396 | $1,893 | $1,710 | $1,837 | $1,983 | $1,777 | $1,701 | $1,643 | |
Amount Deferred | $1,857 | $0 | $0 | $0 | $405 | $0 | $0 | $949 | $0 | $0 | $739 | |
Mid Cap Growth Fund | $5,374 | $7,823 | $5,195 | $1,153 | $5,479 | $4,951 | $5,320 | $5,740 | $5,148 | $4,942 | $4,770 | |
Amount Deferred | $5,374 | $0 | $0 | $0 | $1,180 | $0 | $0 | $2,737 | $0 | $0 | $2,140 | |
MM Alternative Strategies Fund | $2,922 | $4,277 | $2,829 | $670 | $2,981 | $2,692 | $2,898 | $3,125 | $2,804 | $2,713 | $2,619 | |
Amount Deferred | $2,922 | $0 | $0 | $0 | $685 | $0 | $0 | $1,477 | $0 | $0 | $1,152 | |
MM Small Cap Equity Strategies Fund | $3,612 | $5,257 | $3,482 | $788 | $3,675 | $3,319 | $3,566 | $3,860 | $3,454 | $3,316 | $3,201 | |
Amount Deferred | $3,612 | $0 | $0 | $0 | $800 | $0 | $0 | $1,845 | $0 | $0 | $1,429 | |
MM Total Return Bond Strategies Fund | $15,482 | $22,475 | $14,965 | $3,195 | $15,786 | $14,272 | $15,321 | $16,527 | $14,818 | $14,147 | $13,669 | |
Amount Deferred | $15,482 | $0 | $0 | $0 | $3,277 | $0 | $0 | $7,924 | $0 | $0 | $6,196 | |
Small Cap Growth Fund I | $2,470 | $3,590 | $2,386 | $522 | $2,518 | $2,275 | $2,443 | $2,637 | $2,364 | $2,262 | $2,185 | |
Amount Deferred | $2,470 | $0 | $0 | $0 | $534 | $0 | $0 | $1,262 | $0 | $0 | $984 | |
Strategic Income Fund (l) | $8,220 | $11,911 | $7,943 | $1,652 | $8,384 | $7,584 | $8,132 | $8,771 | $7,869 | $7,502 | $7,237 | |
Amount Deferred | $8,220 | $0 | $0 | $0 | $1,699 | $0 | $0 | $4,216 | $0 | $0 | $3,311 | |
For Funds with fiscal period ending October 31 | ||||||||||||
AMT-Free CT Intermediate Muni Bond Fund | $1,986 | $2,807 | $1,966 | $117 | $2,061 | $1,892 | $2,000 | $2,099 | $1,942 | $1,780 | $1,719 | |
Amount Deferred | $1,986 | $0 | $0 | $0 | $131 | $0 | $0 | $1,020 | $0 | $0 | $1,011 | |
AMT-Free Intermediate Muni Bond Fund | $6,159 | $8,723 | $6,114 | $398 | $6,396 | $5,884 | $6,219 | $6,515 | $6,038 | $5,563 | $5,354 | |
Amount Deferred | $6,159 | $0 | $0 | $0 | $446 | $0 | $0 | $3,156 | $0 | $0 | $3,149 | |
AMT-Free MA Intermediate Muni Bond Fund | $2,250 | $3,180 | $2,228 | $134 | $2,334 | $2,144 | $2,266 | $2,377 | $2,201 | $2,018 | $1,948 | |
Amount Deferred | $2,250 | $0 | $0 | $0 | $150 | $0 | $0 | $1,155 | $0 | $0 | $1,146 | |
AMT-Free NY Intermediate Muni Bond Fund | $2,239 | $3,165 | $2,217 | $134 | $2,323 | $2,134 | $2,255 | $2,366 | $2,190 | $2,009 | $1,939 | |
Amount Deferred | $2,239 | $0 | $0 | $0 | $150 | $0 | $0 | $1,150 | $0 | $0 | $1,140 | |
Strategic CA Municipal Income Fund | $2,801 | $3,960 | $2,774 | $167 | $2,907 | $2,670 | $2,822 | $2,960 | $2,740 | $2,515 | $2,427 |
Statement of Additional Information – May 1, 2018 | 171 |
Fund | Aggregate Compensation from Fund | |||||||||||
Independent Trustees | Consultant to Independent Trustees | |||||||||||
Janet
L.
Carrig (a) |
Douglas
A.
Hacker |
Nancy
T.
Lukitsh |
William
E.
Mayer (b) |
David
M.
Moffett (c) |
Charles
R.
Nelson (d) |
John
J.
Neuhauser |
Patrick
J.
Simpson (e) |
Anne-Lee
Verville (f) |
J.
Kevin
Connaughton (g) |
Natalie
A.
Trunow (h) |
||
Amount Deferred | $2,801 | $0 | $0 | $0 | $187 | $0 | $0 | $1,437 | $0 | $0 | $1,428 | |
Strategic NY Municipal Income Fund | $2,162 | $3,055 | $2,140 | $127 | $2,243 | $2,059 | $2,177 | $2,284 | $2,114 | $1,938 | $1,872 | |
Amount Deferred | $2,162 | $0 | $0 | $0 | $142 | $0 | $0 | $1,110 | $0 | $0 | $1,101 | |
For Funds with fiscal period ending December 31 | ||||||||||||
Real Estate Equity Fund | $2,798 | $3,886 | $2,724 | $0 | $2,704 | $2,605 | $2,771 | $2,915 | $2,697 | $2,485 | $2,398 | |
Amount Deferred | $2,798 | $0 | $0 | $0 | $0 | $0 | $0 | $1,410 | $0 | $0 | $1,411 |
(a) | As of December 31, 2017, the value of Ms. Carrig’s account under the deferred compensation plan was $1,797,467. |
(b) | Mr. Mayer served as Trustee until December 31, 2016, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(c) | As of December 31, 2017, the value of Mr. Moffett's account under the deferred compensation plan was $663,429. |
(d) | Mr. Nelson served as Trustee until December 31, 2017, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(e) | As of December 31, 2017, the value of Mr. Simpson’s account under the deferred compensation plan was $2,616,428. |
(f) | As of December 31, 2017, the value of Ms. Verville’s account under the deferred compensation plan was $632,556. |
(g) | Beginning with the fiscal year ended March 31, 2017, Mr. Connaughton was a consultant to the Independent Trustees for the full period shown in the table above. For fiscal years ended prior to March 31, 2017, payments to Mr. Connaughton are for the period from March 1, 2016 (when he was first appointed consultant to the Independent Trustees) through the applicable fiscal year end. Mr. Connaughton receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $280,000 (effective in 2018). |
(h) | Beginning with the fiscal year ended September 30, 2017, Ms. Trunow was a consultant to the Independent Trustees for the full period shown in the table above. For fiscal years ended prior to September 30, 2017, payments to Ms. Trunow are for the period from September 1, 2016 (when she was first appointed consultant to the Independent Trustees) through the applicable fiscal year end. Ms. Trunow receives compensation from the Funds for serving as a consultant to the Independent Trustees at an annual rate of $280,000 (effective in 2018). As of December 31, 2017, the value of Ms. Trunow’s account under the deferred compensation plan was $165,093. |
(i) | The Fund commenced operations on October 24, 2017. The compensation shown for the Fund is the estimated amount that will be paid from October 23, 2017 to March 31, 2018. |
(j) | The Fund is expected to commence operations on or about April 5, 2018. The compensation shown for the Fund is the estimated amount that will be paid from April 5, 2018 to March 31, 2019. |
(k) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(l) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Statement of Additional Information – May 1, 2018 | 172 |
Statement of Additional Information – May 1, 2018 | 173 |
Statement of Additional Information – May 1, 2018 | 174 |
Statement of Additional Information – May 1, 2018 | 175 |
Total Brokerage Commissions | |||
Fund | 2017 | 2016 | 2015 |
For Funds with fiscal period ending January 31 | |||
Diversified Real Return Fund | $260 | $530 | $932 (a) |
For Funds with fiscal period ending March 31 | |||
Adaptive Retirement 2020 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2025 Fund (c) | N/A | N/A | N/A |
Adaptive Retirement 2030 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2035 Fund (c) | N/A | N/A | N/A |
Adaptive Retirement 2040 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2045 Fund (c) | N/A | N/A | N/A |
Adaptive Retirement 2050 Fund (b) | N/A | N/A | N/A |
Adaptive Retirement 2055 Fund (c) | N/A | N/A | N/A |
Adaptive Retirement 2060 Fund (b) | N/A | N/A | N/A |
MM Growth Strategies Fund | 1,170,504 | 1,540,259 | 1,048,675 |
Pacific/Asia Fund | 483,636 | 456,905 | 510,601 |
Select Large Cap Growth Fund | 1,601,142 | 2,716,236 | 2,312,302 |
Solutions Aggressive Portfolio (b) | N/A | N/A | N/A |
Solutions Conservative Portfolio (b) | N/A | N/A | N/A |
For Funds with fiscal period ending April 30 | |||
Bond Fund | 18,287 | 23,846 | 15,224 |
Corporate Income Fund | 69,484 | 54,070 | 59,212 |
MM Directional Alternative Strategies Fund | 930,710 (d) | N/A | N/A |
Multi-Asset Income Fund | 21,643 | 22,078 | 42,481 (e) |
Small Cap Value Fund I | 1,212,265 | 1,960,857 | 2,305,255 |
Statement of Additional Information – May 1, 2018 | 176 |
Total Brokerage Commissions | |||
Fund | 2017 | 2016 | 2015 |
Total Return Bond Fund | $225,810 | $167,980 | $72,702 |
U.S. Treasury Index Fund | 0 | 0 | 0 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | 627,857 | 239,119 | 210,129 |
Alternative Beta Fund | 17,770 | 46,588 | 23,795 (f) |
Diversified Absolute Return Fund | 104,102 | 2,293,997 | 618,976 (g) |
Dividend Income Fund | 1,356,544 | 1,853,862 | 2,285,197 |
HY Municipal Fund | 0 | 0 | 0 |
For Funds with fiscal period ending July 31 | |||
AMT-Free OR Intermediate Muni Bond Fund | 0 | 0 | 0 |
Large Cap Growth Fund | 926,115 | 1,107,524 | 1,344,066 |
Tax-Exempt Fund | 4,550 | 0 | 0 |
U.S. Social Bond Fund | 332 | 13 | 0 (h) |
Ultra Short Term Bond Fund | 0 | 0 | 0 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | 1,764,194 | 1,567,482 | 827,182 |
Contrarian Core Fund | 4,479,950 | 3,952,735 | 2,566,680 |
Disciplined Small Core Fund | 382,628 | 1,236,808 | 821,155 |
Emerging Markets Fund | 2,969,418 | 3,765,444 | 4,498,397 |
Global Dividend Opportunity Fund | 459,504 | 853,746 | 1,119,280 |
Global Energy and Natural Resources Fund | 103,062 | 112,438 | 265,939 |
Global Technology Growth Fund | 379,605 | 328,663 | 333,197 |
Greater China Fund | 139,256 | 136,815 | 268,667 |
Mid Cap Growth Fund | 2,081,806 | 2,710,169 | 2,311,420 |
MM Alternative Strategies Fund | 1,110,334 | 1,059,559 | 1,427,187 |
MM Small Cap Equity Strategies Fund | 1,730,634 | 3,051,542 | 1,967,401 |
MM Total Return Bond Strategies Fund | 420,658 | 489,671 | 210,419 |
Small Cap Growth Fund I | 1,207,610 | 1,065,842 | 1,711,624 |
Strategic Income Fund | 262,921 (i) | 178,818 | 129,182 |
For Funds with fiscal period ending October 31 | |||
AMT-Free CT Intermediate Muni Bond Fund | 0 | 0 | 0 |
AMT-Free Intermediate Muni Bond Fund | 0 | 0 | 0 |
AMT-Free MA Intermediate Muni Bond Fund | 0 | 0 | 0 |
AMT-Free NY Intermediate Muni Bond Fund | 0 | 0 | 0 |
Strategic CA Municipal Income Fund | 0 | 1,232 | 0 |
Strategic NY Municipal Income Fund | 0 | 809 | 0 |
For Funds with fiscal period ending December 31 | |||
Real Estate Equity Fund | 275,028 | 245,905 | 284,239 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 24, 2017, and therefore has no reporting information for periods prior to such date. |
(c) | No historical information is given for the Fund because the Fund had not commenced operations as of the date of this SAI. |
(d) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(e) | For the period from March 27, 2015 (commencement of operations) to April 30, 2015. |
(f) | For the period from January 27, 2015 (commencement of operations) to May 31, 2015. |
(g) | For the period from February 19, 2015 (commencement of operations) to May 31, 2015. |
Statement of Additional Information – May 1, 2018 | 177 |
(h) | For the period from March 26, 2015 (commencement of operations) to July 31, 2015. |
(i) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
For Funds with fiscal period ending January 31 | ||
Diversified Real Return Fund | $0 | $0 |
For Funds with fiscal period ending March 31 | ||
Adaptive Retirement 2020 Fund | N/A (b) | N/A (b) |
Adaptive Retirement 2025 Fund | N/A (c) | N/A (c) |
Adaptive Retirement 2030 Fund | N/A (b) | N/A (b) |
Adaptive Retirement 2035 Fund | N/A (c) | N/A (c) |
Adaptive Retirement 2040 Fund | N/A (b) | N/A (b) |
Adaptive Retirement 2045 Fund | N/A (c) | N/A (c) |
Adaptive Retirement 2050 Fund | N/A (b) | N/A (b) |
Adaptive Retirement 2055 Fund | N/A (c) | N/A (c) |
Adaptive Retirement 2060 Fund | N/A (b) | N/A (b) |
MM Growth Strategies Fund | 1,983,862,874 | 362,061 |
Pacific/Asia Fund | 48,694,488 | 55,573 |
Select Large Cap Growth Fund | 2,713,958,498 | 695,008 |
Solutions Aggressive Portfolio | N/A (b) | N/A (b) |
Solutions Conservative Portfolio | N/A (b) | N/A (b) |
For Funds with fiscal period ending April 30 | ||
Bond Fund | 0 | 0 |
Corporate Income Fund | 0 | 0 |
Statement of Additional Information – May 1, 2018 | 178 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
MM Directional Alternative Strategies Fund | $748,476,870 (d) | $221,469 (d) |
Multi-Asset Income Fund | 3,038,917 | 2,268 |
Small Cap Value Fund I | 319,153,574 | 542,616 |
Total Return Bond Fund | 0 | 0 |
U.S. Treasury Index Fund | 0 | 0 |
For Funds with fiscal period ending May 31 | ||
Adaptive Risk Allocation Fund | 0 | 0 |
Alternative Beta Fund | 0 | 0 |
Diversified Absolute Return Fund | 18,981,941 | 6,358 |
Dividend Income Fund | 2,058,851,738 | 873,880 |
HY Municipal Fund | 0 | 0 |
For Funds with fiscal period ending July 31 | ||
AMT-Free OR Intermediate Muni Bond Fund | 0 | 0 |
Large Cap Growth Fund | 1,006,812,328 | 356,717 |
Tax-Exempt Fund | 0 | 0 |
U.S. Social Bond Fund | 0 | 0 |
Ultra Short Term Bond Fund | 0 | 0 |
For Funds with fiscal period ending August 31 | ||
Balanced Fund | 1,762,235,353 | 721,726 |
Contrarian Core Fund | 4,525,483,379 | 1,864,970 |
Disciplined Small Core Fund | 127,145,134 | 123,710 |
Emerging Markets Fund | 289,983,785 | 467,673 |
Global Dividend Opportunity Fund | 220,480,966 | 136,298 |
Global Energy and Natural Resources Fund | 38,278,873 | 30,887 |
Global Technology Growth Fund | 122,882,265 | 76,386 |
Greater China Fund | 18,766,331 | 24,877 |
Mid Cap Growth Fund | 1,193,894,857 | 639,990 |
MM Alternative Strategies Fund | 1,740,450,417 | 368,432 |
MM Small Cap Equity Strategies Fund | 338,013,806 | 165,451 |
MM Total Return Bond Strategies Fund | 0 | 0 |
Small Cap Growth Fund I | 540,188,659 | 389,932 |
Strategic Income Fund (e) | 0 | 0 |
For Funds with fiscal period ending October 31 | ||
AMT-Free CT Intermediate Muni Bond Fund | 0 | 0 |
AMT-Free Intermediate Muni Bond Fund | 0 | 0 |
AMT-Free MA Intermediate Muni Bond Fund | 0 | 0 |
AMT-Free NY Intermediate Muni Bond Fund | 0 | 0 |
Strategic CA Municipal Income Fund | 0 | 0 |
Strategic NY Municipal Income Fund | 0 | 0 |
For Funds with fiscal period ending December 31 | ||
Real Estate Equity Fund | 84,231,748 | 49,915 |
(a) | For the period from March 11, 2014 (commencement of operations) to January 31, 2015. |
(b) | The Fund commenced operations on October 24, 2017, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – May 1, 2018 | 179 |
(c) | No historical information is given for the Fund because the Fund had not commenced operations as of the date of this SAI. |
(d) | For the period from October 17, 2016 (commencement of operations) to April 30, 2017. |
(e) | The Fund changed its fiscal year end in 2017 from October 31 to August 31. For the fiscal year ended in 2017, the information shown is for the period from November 1, 2016 to August 31, 2017. |
Statement of Additional Information – May 1, 2018 | 180 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
MM Directional Alternative Strategies Fund | TD Ameritrade Holding Corp. | $1,642,242 |
Citigroup, Inc. | $4,581,504 | |
Credit Suisse Group AG | $(1,110,770) | |
Eaton Vance Corp. | $(1,548,528) | |
The Goldman Sachs Group, Inc. | $1,530,344 | |
JPMorgan Chase & Co. | $4,178,175 | |
Morgan Stanley | $524,907 | |
Raymond James Financial, Inc. (subsidiary) | $1,740,266 | |
The Charles Schwab Corp. | $2,265,538 | |
Multi-Asset Income Fund | Citigroup, Inc. | $179,401 |
Citigroup Mortgage Loan Trust, Inc. | $1,567,454 | |
Credit Suisse AG | $44,598 | |
Credit Suisse Mortgage Capital Certificates | $1,386,946 | |
Goldman Sachs International | $27,451 | |
JPMorgan Chase & Co. | $285,825 | |
Morgan Stanley | $52,391 | |
PNC Financial Services Group, Inc.(The) | $15,030 | |
Small Cap Value Fund I | None | N/A |
Total Return Bond Fund | Chase Issuance Trust | $10,291,844 |
Citigroup, Inc. | $15,060,248 | |
Citigroup Commercial Mortgage Trust | $2,201,702 | |
Citigroup Mortgage Loan Trust, Inc. | $15,893,745 | |
Credit Suisse Mortgage Capital Certificates | $22,813,634 | |
Credit Suisse Securities (USA) LLC | $7,358,096 | |
JPMorgan Chase & Co. | $28,475,081 | |
JPMorgan Chase Capital XXI | $20,108,070 | |
JPMorgan Chase Capital XXIII | $387,541 | |
JPMorgan Commercial Mortgage-Backed Securities Trust | $1,731,403 | |
JPMorgan Resecuritization Trust | $6,096,818 | |
Merrill Lynch Mortgage Investors Trust | $5,078 | |
Morgan Stanley Capital I Trust | $4,307,542 | |
Morgan Stanley Re-Remic Trust | $4,067,487 | |
PNC Bank NA | $3,442,740 | |
U.S. Treasury Index Fund | None | N/A |
For Funds with fiscal period ending May 31, 2017 | ||
Adaptive Risk Allocation Fund | None | N/A |
Alternative Beta Fund | None | N/A |
Diversified Absolute Return Fund | Affiliated Managers Group, Inc. | $(87,848) |
Citigroup, Inc. | $829,402 | |
Franklin Resources, Inc. | $(52,279) | |
The Goldman Sachs Group, Inc. | $112,179 | |
JPMorgan Chase & Co. | $998,576 | |
JPMorgan Chase Capital XXI | $297,905 | |
JPMorgan Chase Capital XXIII | $395,973 | |
Legg Mason, Inc. (subsidiary) | $(49,148) | |
Morgan Stanley | $98,840 | |
Dividend Income Fund | JPMorgan Chase & Co. | $330,243,000 |
PNC Financial Services Group, Inc.(The) | $155,832,327 | |
High Yield Municipal Fund | None | N/A |
Statement of Additional Information – May 1, 2018 | 181 |
Statement of Additional Information – May 1, 2018 | 182 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
MM Alternative Strategies Fund | Bear Stearns Alt-A Trust | $740,974 |
Bear Stearns Mortgage Funding Trust | $633,638 | |
Bear Stearns Trust | $585,332 | |
Chase Issuance Trust | $400,579 | |
Citigroup, Inc. | $1,802,831 | |
Citigroup Commercial Mortgage Trust | $802,450 | |
Citigroup Mortgage Loan Trust, Inc. | $1,191,354 | |
Credit Suisse Mortgage Capital Trust | $1,829,789 | |
Credit Suisse First Boston Mortgage Securities Corp. | $23,338 | |
Eaton Vance CLO Ltd. | $400,399 | |
GS Mortgage Securities Trust | $2,332,605 | |
GS Mortgage Securities Corp. II | $131,780 | |
The Goldman Sachs Group, Inc. | $1,946,689 | |
JPMorgan Chase & Co. | $763,782 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $1,926,462 | |
JPMorgan Mortgage Acquisition Corp | $1,501,325 | |
Morgan Stanley | $1,446,998 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $174,844 | |
Morgan Stanley Capital I Trust | $146,123 | |
Morgan Stanley Mortgage Loan Trust | $513,240 | |
MM Small Cap Equity Strategies Fund | Legg Mason, Inc. | |
Stifel Financial Corp. | $1,546,718 | |
Westwood Holdings Group, Inc. | $3,618,896 |
Statement of Additional Information – May 1, 2018 | 183 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
MM Total Return Bond Strategies Fund | The Bear Stearns Companies LLC | $7,531,037 |
Chase Issuance Trust | $20,858,408 | |
Citigroup, Inc. | $67,483,868 | |
Citigroup Commercial Mortgage Trust | $24,318,679 | |
Citigroup Mortgage Loan Trust, Inc. | $4,185,120 | |
Credit Suisse Mortgage Capital Certificates | $16,611,611 | |
Credit Suisse Group Funding | $7,054,442 | |
Credit Suisse Mortgage Capital Trust | $14,283,501 | |
E*TRADE Financial Corp. | $3,426,983 | |
GS Mortgage Securities Trust | $36,331,604 | |
The Goldman Sachs Group, Inc. | $64,765,439 | |
Jefferies Group LLC | $3,793,086 | |
JPMorgan Chase & Co. | $87,329,783 | |
JPMorgan Chase Bank NA | $2,614,364 | |
JPMorgan Chase Capital XXI | $17,190,288 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $20,566,156 | |
JPMorgan Commercial Mortgage-Backed Securities Trust | $44,577 | |
JPMorgan Mortgage Trust | $1,247,320 | |
JPMorgan Resecuritization Trust | $4,675,762 | |
Lehman XS Trust | $5,379,190 | |
Merrill Lynch & Co., Inc. | $2,118,154 | |
Banc of America Merrill Lynch Commercial Mortgage, Inc. | $1,734,164 | |
Morgan Stanley | $55,077,027 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $3,635,832 | |
Morgan Stanley Capital I Trust | $13,742,600 | |
Morgan Stanley Mortgage Loan Trust | $4,363,742 | |
Morgan Stanley Re-Remic Trust | $1,072,558 | |
Morgan Stanley Resecuritization Trust | $492,732 | |
PNC Bank NA | $10,192,742 | |
Stifel Financial Corp. | $1,780,987 | |
Small Cap Growth Fund I | None | N/A |
Strategic Income Fund | Citigroup, Inc. | $7,039,145 |
Citigroup Mortgage Loan Trust, Inc. | $15,369,616 | |
Credit Suisse Mortgage Capital Certificates | $90,317,642 | |
Jefferies Resecuritization Trust | $513,679 | |
Banc of America Merrill Lynch Commercial Mortgage, Inc. | $11,687,429 | |
For Funds with fiscal period ending October 31, 2017 | ||
AMT-Free CT Intermediate Muni Bond Fund | None | N/A |
AMT-Free Intermediate Muni Bond Fund | None | N/A |
AMT-Free MA Intermediate Muni Bond Fund | None | N/A |
AMT-Free NY Intermediate Muni Bond Fund | None | N/A |
Strategic CA Municipal Income Fund | None | N/A |
Strategic NY Municipal Income Fund | None | N/A |
For Funds with fiscal period ending December 31, 2017 | ||
Real Estate Equity Fund | None | N/A |
(a) | The Fund commenced operations on October 24, 2017, and therefore has no reporting information for periods prior to such date. |
Statement of Additional Information – May 1, 2018 | 184 |
(b) | No historical information is given for the Fund because the Fund had not commenced operations as of the date of this SAI. |
Statement of Additional Information – May 1, 2018 | 185 |
Fund | Predecessor Fund | For periods prior to: | ||
Bond Fund | Excelsior Core Bond Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Emerging Markets Fund | Excelsior Emerging Markets Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Global Energy and Natural Resources Fund | Excelsior Energy and Natural Resources Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Pacific/Asia Fund | Excelsior Pacific/Asia Fund, a series of Excelsior Funds, Inc. | March 31, 2008 | ||
Select Large Cap Growth Fund | Excelsior Large Cap Growth Fund, a series of Excelsior Funds, Inc. | March 31, 2008 |
Statement of Additional Information – May 1, 2018 | 186 |
■ | For equity, alternative and flexible funds (other than the equity funds identified below) and funds-of-funds (equity and fixed income), a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 15 calendar days after such month-end. |
■ | For Columbia Small Cap Growth Fund I and Columbia Variable Portfolio – Small Company Growth Fund, a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 30 calendar days after such month-end. |
■ | For fixed-income Funds (other than money market funds), a complete list of Fund portfolio holdings as of calendar quarter-end is posted approximately, but no earlier than, 30 calendar days after such quarter-end. |
■ | For money market Funds, a complete list of Fund portfolio holdings as of month-end is posted no later than five business days after such month-end. Such month-end holdings are continuously available on the website for at least six months, together with a link to an SEC webpage where a user of the website may obtain access to the Fund’s most recent 12 months of publicly available filings on Form N-MFP. Money market Fund portfolio holdings information posted on the website, at minimum, includes with respect to each holding, the name of the issuer, the category of investment ( e.g. , Treasury debt, government agency debt, asset backed commercial paper, structured investment vehicle note), the CUSIP number (if any), the principal amount, the maturity date (as determined under Rule 2a-7 for purposes of calculating weighted average maturity), the final maturity date (if different from the maturity date previously described), coupon or yield and the value. The money market Funds will also disclose on the website its overall weighted average maturity, weighted average life maturity, percentage of daily liquid assets, percentage of weekly liquid assets and daily inflows and outflows. |
Statement of Additional Information – May 1, 2018 | 187 |
Statement of Additional Information – May 1, 2018 | 188 |
Statement of Additional Information – May 1, 2018 | 189 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
FactSet Research Systems, Inc. | Used for provision of quantitative analytics, charting and fundamental data and for portfolio analytics. Used to cover product and marketing developments related to index funds, ETFs, index derivatives, and other sophisticated investment strategies. | Daily or Monthly | ||
Fidelity National Information Services, Inc. | Used as portfolio accounting system. | Daily | ||
Goldman Sachs Asset Management, L.P., as agent to KPMG LLP | Holdings by Columbia Contrarian Core Fund and Columbia High Yield Bond Fund in certain audit clients of KPMG LLP to assist the accounting firm in complying with its regulatory obligations relating to independence of its audit clients. | Monthly | ||
Harte-Hanks | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
Imagine Print Solutions | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Institutional Shareholder Services Inc. (ISS) | Used for proxy voting administration and research on proxy matters. | Daily | ||
Intex Solutions Inc. | Used to provide mortgage analytics. | Periodic | ||
Investment Technology Group, Inc. | Used to evaluate and assess trading activity, execution and practices. | Quarterly | ||
Investor Tools | Used for municipal bond analytics, research and decision support. | As Needed | ||
JDP Marketing Services | Used to write or edit Columbia Fund shareholder reports, quarterly fund commentaries, and communications, including shareholder letters and management’s discussion of Columbia Fund performance. | Monthly, as needed | ||
John Roberts, Inc. | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Kendall Press | Used for commercial printing. | As Needed | ||
Kynex | Used to provide portfolio attribution reports for the Columbia Convertible Securities Fund. Used also for portfolio analytics. | Daily | ||
Malaspina Communications | Used to facilitate writing management’s discussion of Columbia Fund performance for Columbia Fund shareholder reports and periodic marketing communications. | Monthly | ||
Markit | Used for an asset database for analytics and investor reporting. Used to reconcile client commission trades with broker-dealers. | As Needed and Monthly | ||
Merrill Corporation | Used for printing of prospectuses, factsheets, annual and semi-annual reports. | As Needed | ||
MoneyMate, Inc. | Used to report returns and analytics to client facing materials. | Monthly | ||
Morningstar, Inc. | Used for independent research and ranking of funds. Used also for statistical analysis. | Monthly, Quarterly or As Needed |
Statement of Additional Information – May 1, 2018 | 190 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
MSCI, Inc. | Used as a hosted portfolio management platform designed for research, reporting, strategy development, portfolio construction and performance and risk attribution, and used for risk analysis and reporting. | Daily | ||
Print Craft | Used to assemble kits and mailing that include the fact sheets. | As Needed | ||
RegEd, Inc. | Used to review external and certain internal communications prior to dissemination. | Daily | ||
SEI Investments Company | Used for trading wrap accounts and to reconcile wrap accounts. | Daily | ||
SS&C Technologies, Inc. | Used to translate account positions for reconciliations. | Daily | ||
Sustainalytics US Inc. | Used to affirm and validate social scoring methodology of Columbia U.S. Social Bond Fund’s investment strategy. | Quarterly | ||
S.W.I.F.T. Scrl. | Used to send trade messages via SWIFT to custodians. | Daily | ||
Thomson Reuters | Used for statistical analysis. | Monthly | ||
Threadneedle Investments | Used by portfolio managers and research analysts in supporting certain management strategies, and by shared support partners (legal, operations, compliance, risk, etc.) to provide Fund maintenance and development. | As Needed | ||
Universal Wilde | Used to provide printing and mailing services for prospectuses, annual and semi-annual reports, and supplements. | As Needed | ||
Visions, Inc. | Used for commercial printing. | Daily, Monthly and Quarterly | ||
Wilshire Associates, Inc. | Used to provide daily performance attribution reporting based on daily holdings to the investment and investment analytics teams. | Daily | ||
Wolters Kluwer | Used to perform tax calculations specific to wash sales and used to analyze tax straddles (diminution of risk). | Monthly |
Statement of Additional Information – May 1, 2018 | 191 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
BNY Mellon, N.A. | Used by certain subadvisers for back office asset servicing. | Daily | ||
Brown Brothers Harriman & Co. | Used by certain subadvisers for FX trade execution for non-US trades. Used by certain subadvisers for trade matching and SWIFT messaging. | Daily | ||
Charles River Development, Ltd. | Used by certain subadvisers for order management, for order management and compliance, and for OMS trading system and compliance. | Daily | ||
Client Service Specialists, Inc. | Used by certain subadvisers for operational and reconciliation services. | Monthly | ||
Electra Information Systems, Inc. | Used by certain subadvisers for daily reconciliation of positions and transactions for outside custodians. Used by certain subadvisers for portfolio holdings reconciliation. Used by certain subadvisers for monthly audited client statements for market value reconciliations. | Daily | ||
Ernst & Young, LLP | Used by certain subadvisers to provide general audit services. | Semi-annually | ||
eVestment Alliance, LLC | Used by certain subadvisers to provide representative holdings to databases. | Quarterly | ||
FactSet Research Systems, Inc. | Used by certain subadvisers for analytical and statistical information, for portfolio attribution and for portfolio and risk analytics. | Daily | ||
Fidelity ActionsXchange, Inc. | Used by certain subadvisers for corporate actions processing. | Daily | ||
Financial Recovery Technologies, LLC | Used by certain subadvisers for class action monitoring. | Quarterly | ||
Glass, Lewis & Company, LLC | Used by certain subadvisers for proxy voting services. | Daily | ||
IHS Markit, Ltd. | Used by certain subadvisers for confirming and settling bank loan trades. Used by certain subadvisers to match Credit Default Swaps and Interest Rate Swaps. | Daily | ||
Infinit-O Global, Ltd. | Used by certain subadvisers for reconciling cash and positions. | Daily | ||
Institutional Shareholder Services Inc. | Used by certain subadvisers for proxy voting services. | Daily | ||
Investment Technology Group, Inc. | Used by certain subadvisers for transaction cost analysis. | Daily | ||
MSCI, Inc. | Used by certain subadvisers for portfolio analytics and analysis. | Daily | ||
Northern Trust Corporation | Used by certain subadvisers for settlement, accounting, reconciliation and performance. | Daily | ||
Omgeo, LLC | Used by certain subadvisers for trade settlement. Used by certain subadvisers for block trade confirmations. Used by certain subadvisers for electronically providing allocations to counterparties, and electronic trade matching and affirmation of confirms. | Daily |
Statement of Additional Information – May 1, 2018 | 192 |
Identity of Recipient | Conditions/restrictions on use of information |
Frequency
of
Disclosure |
||
Seismic Software, Inc. | Used by certain subadvisers to automate quarterly updates. | Quarterly | ||
SS&C Technologies, Inc. | Used by certain subadvisers for SWIFT messaging and reconciliation, and for accounting. | Daily | ||
Trade Informatics, LLC | Used by certain subadvisers for equity trading transaction cost analysis. | Daily | ||
Tradeweb Markets, LLC | Used by certain subadvisers for confirmation of TBAs, Treasuries and Discount Notes. | Daily | ||
TradingScreen, Inc. | Used by certain subadvisers for FX trading matching and SWIFT messaging. | Daily | ||
Traiana, Inc. | Used by certain subadvisers for block trade confirmation between Charles River and ISDA counterparty. | Daily | ||
TriOptima, AB | Used by certain subadvisers for back office reconciliation. Used by certain subadvisers for daily reconciliations on collateral management. | Daily | ||
Vermeg, N.V. | Used by certain subadvisers for the management of swap counterparty exposure. | Daily | ||
William O’Neil & Co., Inc. | Used by certain subadvisers for analytical and statistical information. | Daily |
Statement of Additional Information – May 1, 2018 | 193 |
■ | ADP Broker-Dealer, Inc. |
■ | American Enterprise Investment Services Inc.* |
■ | American United Life Insurance Co. |
■ | Ameriprise Financial Services, Inc.* |
■ | Ascensus, Inc. |
■ | AXA Advisors |
■ | AXA Equitable Life Insurance |
■ | Bank of America, N.A. |
■ | Benefit Plan Administrators |
■ | Benefit Trust |
■ | BMO Harris Bank (f/k/a Marshall & Illsley Trust Company) |
■ | BNY Mellon, N.A. |
■ | Charles Schwab & Co., Inc. |
■ | Charles Schwab Trust Co. |
■ | Conduent HR Services LLC |
■ | Davenport & Company |
■ | Daily Access Concepts, Inc. |
■ | Digital Retirement Solutions |
■ | Edward D. Jones & Co., LP |
■ | ExpertPlan |
■ | Fidelity Brokerage Services, Inc. |
■ | Fidelity Investments Institutional Operations Co. |
■ | First Mercantile Trust Co. |
■ | Guardian Insurance and Annuity Company Inc. |
■ | Genworth Life and Annuity Insurance Company |
■ | Genworth Life Insurance Co. of New York |
■ | Goldman Sachs & Co. |
■ | GWFS Equities, Inc. |
■ | Hartford Life Insurance Company |
■ | HD Vest |
■ | Hewitt Associates LLC |
■ | ICMA Retirement Corporation |
■ | Janney Montgomery Scott, Inc. |
■ | JJB Hilliard Lyons |
■ | JP Morgan Chase Bank |
Statement of Additional Information – May 1, 2018 | 194 |
■ | John Hancock Life Insurance Company (USA) |
■ | John Hancock Life Insurance Company of New York |
■ | John Hancock Trust Company |
■ | Lincoln Life & Annuity Company of New York |
■ | Lincoln National Life Insurance Company |
■ | Lincoln Retirement Services |
■ | LPL Financial Corporation |
■ | Massachusetts Mutual Life Insurance Company |
■ | Mercer HR Services, LLC |
■ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
■ | Mid Atlantic Capital Corporation |
■ | Minnesota Life Insurance Co. |
■ | Morgan Stanley Smith Barney |
■ | MSCS Financial Services Division of Broadridge Business Process Outsourcing LLC |
■ | National Financial Services |
■ | Nationwide Investment Services |
■ | Newport Retirement Services, Inc. |
■ | New York State Deferred Compensation Plan |
■ | Oppenheimer & Co., Inc. |
■ | Plan Administrators, Inc. |
■ | PNC Bank |
■ | Principal Life Insurance Company of America |
■ | Prudential Insurance Company of America |
■ | Prudential Retirement Insurance & Annuity Company |
■ | Pershing LLC |
■ | Raymond James & Associates |
■ | RBC Capital Markets |
■ | Reliance Trust |
■ | Robert W. Baird & Co., Inc. |
■ | Sammons Retirement Solutions |
■ | SEI Private Trust Company |
■ | Standard Insurance Company |
■ | Stifel Nicolaus & Co. |
■ | TD Ameritrade Clearing, Inc. |
■ | TD Ameritrade Trust Company |
■ | The Retirement Plan Company |
■ | Teachers Insurance and Annuity Association of America |
■ | Transamerica Advisors Life Insurance Company |
■ | Transamerica Advisors Life Insurance Company of New York |
■ | Transamerica Financial Life Insurance Company |
■ | T. Rowe Price Group, Inc. |
■ | UBS Financial Services, Inc. |
■ | Unified Trust Company, N.A. |
■ | Upromise Investments, Inc. |
■ | US Bank NA |
■ | Vanguard Group, Inc. |
■ | VALIC Retirement Services Company |
■ | Voya Retirement Insurance and Annuity Company |
■ | Voya Institutional Plan Services, LLP |
■ | Voya Investments Distributors, LLC |
■ | Voya Financial Partners, LLC |
■ | Wells Fargo Clearing Services, LLC |
■ | Wells Fargo Advisors |
■ | Wells Fargo Bank, N.A. |
■ | Wilmington Trust Retirement & Institutional Services Company |
* | Ameriprise Financial affiliate |
Statement of Additional Information – May 1, 2018 | 195 |
■ | AIG Advisor Group |
■ | Ameriprise Financial Services, Inc.* |
■ | AXA Advisors, LLC |
■ | Bank of America, N.A. |
■ | Cetera Financial Group, Inc. |
■ | Citigroup Global Markets Inc./Citibank |
■ | Commonwealth Financial Network |
■ | J.J.B. Hilliard, W.L. Lyons, Inc. |
■ | Lincoln Financial Advisors Corp. |
■ | LPL Financial Corporation |
■ | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
■ | Morgan Stanley Smith Barney |
■ | Northwestern Mutual Investment Services, LLC |
■ | Oppenheimer & Co., Inc. |
■ | PNC Investments |
■ | Raymond James & Associates, Inc. |
■ | Raymond James Financial Services, Inc. |
■ | RBC Capital Markets |
■ | UBS Financial Services Inc. |
■ | Unified Trust Company, N.A. |
■ | US Bancorp Investments, Inc. |
■ | Vanguard Marketing Corp. |
■ | Voya Financial Advisors, LLC |
■ | Wells Fargo Advisors |
■ | Wells Fargo Advisors Financial Network, LLC |
■ | Wells Fargo Clearing Services, LLC |
* | Ameriprise Financial affiliate |
Statement of Additional Information – May 1, 2018 | 196 |
Statement of Additional Information – May 1, 2018 | 197 |
Statement of Additional Information – May 1, 2018 | 198 |
Statement of Additional Information – May 1, 2018 | 199 |
Statement of Additional Information – May 1, 2018 | 200 |
Statement of Additional Information – May 1, 2018 | 201 |
Statement of Additional Information – May 1, 2018 | 202 |
Statement of Additional Information – May 1, 2018 | 203 |
Statement of Additional Information – May 1, 2018 | 204 |
Statement of Additional Information – May 1, 2018 | 205 |
Fund |
Total
Capital Loss Carryovers |
Amount Expiring in | Amount not Expiring | |||
2018 | 2019 | Short-term | Long-term | |||
For Funds with fiscal period ending January 31 | ||||||
Diversified Real Return Fund | $1,027,662 | $0 | $0 | $0 | $1,027,662 | |
For Funds with fiscal period ending March 31 | ||||||
Pacific/Asia Fund | $1,786,666 | $1,786,666 | $0 | $0 | $0 | |
For Funds with fiscal period ending April 30 | ||||||
Corporate Income Fund | $13,814,802 | $0 | $0 | $1,247,636 | $12,567,166 | |
Multi-Asset Income Fund | $3,308,467 | $0 | $0 | $3,308,467 | $0 | |
For Funds with fiscal period ending May 31 | ||||||
Alternative Beta Fund | $10,185,772 | $0 | $0 | $9,504,956 | $680,816 | |
Diversified Absolute Return Fund | $2,667,641 | $0 | $0 | $1,675,808 | $991,833 | |
HY Municipal Fund | $42,710,600 | $35,721,468 | $4,244,605 | $1,961,649 | $782,878 | |
For Funds with fiscal period ending July 31 | ||||||
AMT-Free OR Intermediate Muni Bond Fund | $947,711 | $0 | $0 | $947,711 | $0 | |
Tax-Exempt Fund | $23,446,035 | $0 | $7,286,973 | $8,117,805 | $8,041,257 | |
U.S. Social Bond Fund | $258,025 | $0 | $0 | $56,443 | $201,582 | |
Ultra Short Term Bond Fund | $24,288,560 | $1,023,617 | $11,369,928 | $4,055,173 | $7,839,842 | |
For Funds with fiscal period ending August 31 | ||||||
Emerging Markets Fund | $74,781,273 | $0 | $0 | $74,781,273 | $0 | |
Global Dividend Opportunity Fund | $17,051,810 | $0 | $0 | $17,051,810 | $0 | |
Global Energy and Natural Resources Fund | $33,763,919 | $0 | $0 | $3,003,362 | $30,760,557 |
Statement of Additional Information – May 1, 2018 | 206 |
Fund |
Total
Capital Loss Carryovers |
Amount Expiring in | Amount not Expiring | |||
2018 | 2019 | Short-term | Long-term | |||
Greater China Fund | $1,802,252 | $0 | $0 | $1,802,252 | $0 | |
MM Alternative Strategies Fund | $45,740,767 | $0 | $0 | $10,816,699 | $34,924,068 | |
For Funds with fiscal period ending October 31 | ||||||
AMT-Free Intermediate Muni Bond Fund | $1,684,697 | $62,558 | $0 | $1,622,139 | $0 |
Statement of Additional Information – May 1, 2018 | 207 |
Statement of Additional Information – May 1, 2018 | 208 |
Statement of Additional Information – May 1, 2018 | 209 |
Statement of Additional Information – May 1, 2018 | 210 |
Statement of Additional Information – May 1, 2018 | 211 |
Statement of Additional Information – May 1, 2018 | 212 |
Statement of Additional Information – May 1, 2018 | 213 |
Statement of Additional Information – May 1, 2018 | 214 |
Statement of Additional Information – May 1, 2018 | 215 |
Statement of Additional Information – May 1, 2018 | 216 |
Statement of Additional Information – May 1, 2018 | 217 |
Statement of Additional Information – May 1, 2018 | 218 |
Statement of Additional Information – May 1, 2018 | 219 |
Statement of Additional Information – May 1, 2018 | 220 |
Fund | Class |
Percentage
of Class
Beneficially Owned |
Adaptive Risk Allocation Fund | Class Inst2 | 8.64% |
Alternative Beta Fund | Class Inst2 | 64.58% |
MM Directional Alternative Strategies Fund | Class A | 1.63% |
Multi-Asset Income Fund | Class Inst | 49.97% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Diversified Real Return Fund |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class A
|
11.84% | 88.60% (a) |
Class C | 16.49% | |||
Class R4 | 100.00% | |||
Class R5 | 100.00% | |||
Class T | 100.00% | |||
Class Y | 100.00% | |||
Class Z | 99.24% | |||
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A
|
66.59% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
7.16% | N/A | |
Class C | 83.51% | |||
WELDON
L WEBER III
6226 GEORGIA DR CORPUS CHRISTI TX 78414-3664 |
Class A
|
5.87% | N/A |
Statement of Additional Information – May 1, 2018 | 221 |
Statement of Additional Information – May 1, 2018 | 222 |
Statement of Additional Information – May 1, 2018 | 223 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class R
|
10.27% | N/A | |
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A
|
6.14% | N/A | |
Class C | 17.37% | |||
Class Z | 11.51% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
49.32% | N/A | |
Class C | 32.01% | |||
Class R4 | 33.28% | |||
Class R5 | 80.48% | |||
Class Y | 5.31% | |||
NATIONWIDE
TRUST COMPANY/FSB
C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 |
Class R5
|
8.67% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
33.64% | N/A | |
RELIANCE
TRUST CO CUST
FBO PO BOX 48529 ATLANTA GA 30362-1529 |
Class R
|
19.81% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
5.38% | N/A | |
VANGUARD
FDUCIARY TRUST CO
PO BOX 2600 VM 613 ATTN: OUTSIDE FUNDS VALLEY FORGE PA 19482-2600 |
Class R4
|
15.76% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C
|
6.17% | N/A | |
Class Z | 5.07% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
13.64% | N/A |
Class C | 23.89% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class A
|
6.05% | N/A | |
Class C | 22.76% | |||
Class R | 61.36% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class B
|
100.00% | N/A (a) | |
Class T | 100.00% | |||
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A
|
7.75% | N/A | |
Class C | 5.10% | |||
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
29.64% | 74.74% | |
Class C | 6.76% | |||
Class V | 21.37% | |||
Class Y | 99.27% | |||
Class Z | 82.87% |
Statement of Additional Information – May 1, 2018 | 224 |
Statement of Additional Information – May 1, 2018 | 225 |
Statement of Additional Information – May 1, 2018 | 226 |
Statement of Additional Information – May 1, 2018 | 227 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
CAPITAL
BANK & TRUST CO TRUSTEE FBO
C/O FASCORE LLC 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R
|
83.16% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
6.62% | N/A | |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class B
|
100.00% | N/A (a) | |
FIIOC
FBO
100 MAGELLAN WAY (KW1C) COVINGTON KY 41015-1987 |
Class R5
|
5.06% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
92.09% | N/A | |
LINCOLN
RETIREMENT SERVICES CO
FBO PO BOX 7876 FORT WAYNE IN 46801-7876 |
Class Z
|
7.90% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C
|
7.31% | N/A | |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class R
|
6.53% | N/A | |
Class R5 | 12.76% | |||
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
6.69% | N/A | |
Class Z | 42.57% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
15.77% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
8.48% | N/A | |
Class C | 8.56% | |||
Class R4 | 43.26% | |||
Class R5 | 32.97% | |||
Class Z | 9.90% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
5.35% | N/A | |
Class C | 11.07% | |||
Class R4 | 47.02% | |||
PIMS/PRUDENTIAL
RETIREMENT
AS NOMINEE P O BOX 1979 835 N RUSH ST CHICAGO IL 60611-2030 |
Class Y
|
5.58% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
7.83% | N/A |
Statement of Additional Information – May 1, 2018 | 228 |
Statement of Additional Information – May 1, 2018 | 229 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MATRIX
TRUST COMPANY CUST FBO
717 17TH ST STE 1300 DENVER CO 80202-3304 |
Class R
|
20.60% | N/A | |
MERRILL
LYNCH, PIERCE, FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class C
|
5.46% | N/A | |
Class R | 11.91% | |||
Class Z | 37.07% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
21.75% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class R
|
9.04% | N/A | |
Class R4 | 11.32% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C
|
6.37% | N/A | |
Class R4 | 15.70% | |||
Class R5 | 32.75% | |||
RELIANCE
TRUST COMPANY FBO
PO BOX 28004 ATLANTA GA 30358-0004 |
Class R5
|
6.99% | N/A | |
WELLS
FARGO BANK FBO
1525 W W T HARRIS BLVD CHARLOTTE NC 28262-8522 |
Class K
|
98.37% | N/A | |
Class R5 | 16.38% | |||
U.S. Treasury Index Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
6.75% | N/A |
Class C | 31.34% | |||
Class T | 99.19% | |||
Class Z | 8.22% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class B
|
100.00% | 53.82% (a) | |
COLUMBIA
THERMOSTAT FUND
ATTN STEVEN SWINHART 225 FRANKLIN ST FL 25 BOSTON MA 02110-2888 |
Class Y
|
32.11% | N/A | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class C
|
6.20% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
12.75% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
6.87% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
22.98% | N/A |
Statement of Additional Information – May 1, 2018 | 230 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Adaptive Risk Allocation Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
65.94% | 89.76% |
Class C | 67.85% | |||
Class T | 99.83% | |||
Class Z | 93.69% | |||
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class R4
|
29.57% | N/A | |
Class R5 | 25.01% |
Statement of Additional Information – May 1, 2018 | 231 |
Statement of Additional Information – May 1, 2018 | 232 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
19.99% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class C
|
7.63% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
95.48% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
20.59% | N/A | |
Diversified Absolute Return Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
89.09% | N/A |
Class T | 88.85% | |||
Class Z | 22.45% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class A
|
9.88% | 97.56% (a) | |
Class C | 70.11% | |||
Class R4 | 100.00% | |||
Class R5 | 100.00% | |||
Class T | 11.15% | |||
DONNA
C KNIGHT & JEFFREY L KNIGHT
TTEES DONNA C KNIGHT LIVING TRUST 15 SYLVAN LN WESTON MA 02493-1027 |
Class Z
|
39.59% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
8.98% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
5.09% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
32.01% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
11.76% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
26.66% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL OPPORTUNITIES FUND 14201 N DALLAS PKWY FL 13 DALLAS TX 75254-2916 |
Class Y
|
13.95% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Z
|
36.21% | N/A |
Statement of Additional Information – May 1, 2018 | 233 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
STATE
STREET BK & TR IRA
JUSTIN D PITTMAN 1623 EUCLID AVE JOPLIN MO 64801-1308 |
Class C
|
29.89% | N/A | |
Dividend Income Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
14.58% | N/A |
Class C | 16.42% | |||
Class T | 95.15% | |||
Class Z | 18.69% | |||
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
7.07% | N/A | |
Class R5 | 21.64% | |||
Class V | 8.17% | |||
Class Z | 7.88% | |||
DCGT
AS TTEE AND /OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class R
|
6.34% | N/A | |
EQUITABLE
LIFE FOR SA NO65
ON BEHALF OF VARIOUS 401K EXPEDITER PLANS 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104-0101 |
Class R
|
54.02% | N/A | |
GREAT
WEST TRUST CO
FBO RETIREMENT PLANS 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO 80111-5002 |
Class R4
|
6.98% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C
|
5.30% | N/A | |
Class Z | 5.21% | |||
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
9.86% | N/A | |
Class C | 12.62% | |||
Class R | 10.34% | |||
Class R4 | 6.12% | |||
Class V | 17.40% | |||
Class Y | 73.28% | |||
Class Z | 7.46% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C
|
11.73% | N/A | |
Class Z | 5.09% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
20.65% | N/A | |
Class C | 8.47% | |||
Class R4 | 40.58% | |||
Class R5 | 21.23% | |||
Class Y | 9.23% | |||
Class Z | 16.76% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A
|
5.58% | N/A | |
Class C | 7.19% | |||
Class R4 | 22.92% | |||
PIMS/PRUDENTIAL
RETIREMENT
AS NOMINEE FOR THE TTEE/CUST ROBERT WOOD JOHNSON HOSPITAL 379 CAMPUS DRIVE SOMERSET NJ 08873-1161 |
Class R5
|
6.74% | N/A |
Statement of Additional Information – May 1, 2018 | 234 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C
|
9.99% | N/A | |
Class Z | 15.30% | |||
RELIANCE
TRUST CO CUST
FBO MASSMUTUAL OMNIBUS PO BOX 48529 ATLANTA GA 30362-1529 |
Class R5
|
12.60% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class R5
|
7.02% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
6.81% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C
|
11.27% | N/A | |
HY Municipal Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A
|
28.06% | N/A |
Class C | 24.68% | |||
Class Z | 7.40% | |||
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A
|
6.31% | N/A | |
Class R5 | 17.18% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Y
|
43.18% | N/A (a) | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A
|
8.59% | 48.02% | |
Class C | 6.72% | |||
Class Z | 61.31% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A
|
14.76% | N/A | |
Class C | 12.36% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A
|
6.43% | N/A | |
Class R4 | 47.76% | |||
Class R5 | 35.38% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class R4
|
51.34% | N/A | |
Class R5 | 45.58% | |||
Class Y | 56.74% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A
|
9.49% | N/A | |
Class C | 18.59% |
Statement of Additional Information – May 1, 2018 | 235 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C
|
6.76% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A
|
6.53% | N/A | |
Class C | 18.50% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
AMT-Free OR Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 8.10% | N/A |
Class C | 17.44% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 10.69% | N/A | |
Class Inst2 | 70.69% | |||
Class Inst | 14.22% | |||
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class A | 36.98% | N/A | |
Class C | 10.80% | |||
Class Inst3 | 99.66% | |||
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class C | 7.62% | N/A | |
Class Inst | 8.55% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 18.75% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 6.83% | N/A | |
Class Adv | 11.16% | |||
Class Inst2 | 5.73% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 87.25% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A | 6.23% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 23.44% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class A | 7.27% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 12.78% | N/A | |
Class C | 29.49% |
Statement of Additional Information – May 1, 2018 | 236 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Large Cap Growth Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 63.58% | 37.84% |
Class C | 35.32% | |||
Class T | 99.67% | |||
Class Inst | 13.72% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class K | 84.10% | N/A | |
Class Adv | 7.00% | |||
Class Inst2 | 81.98% | |||
Class Inst | 8.12% | |||
FIIOC
FBO
100 MAGELLAN WAY #KW1C COVINGTON KY 41015-1987 |
Class Inst2 | 5.97% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 5.13% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 15.47% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 5.54% | N/A (a) | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 5.70% | N/A (a) | |
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class C | 6.26% | N/A | |
Class R | 84.28% | |||
Class Adv | 10.86% | |||
Class V | 24.37% | |||
Class Inst3 | 55.09% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 6.64% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 56.93% | N/A | |
Class Inst | 7.58% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 7.68% | N/A | |
STATE
STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Adv | 8.92% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 8.60% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 7.33% | N/A | |
Class K | 11.01% |
Statement of Additional Information – May 1, 2018 | 237 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Tax-Exempt Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 47.82% | 39.90% |
Class C | 45.04% | |||
Class Inst | 11.76% | |||
CATHAY
LIFE INSURANCE CO LTD
296 JEN-AI ROAD SEC. 4 TAIPEI, 106 TAIWAN R.O.C |
Class Inst | 15.19% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst2 | 26.88% | N/A | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class A | 11.92% | N/A | |
Class Inst3 | 98.11% | |||
MERRILL
LYNCH PIERCE FENNER &
SMITH INC FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class C | 8.35% | N/A | |
Class Inst | 39.02% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 6.60% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 46.20% | N/A | |
Class Inst2 | 22.30% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 50.42% | N/A | |
Class Inst2 | 30.79% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 7.46% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 19.59% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 5.28% | N/A | |
Class C | 9.07% | |||
U.S. Social Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 23.75% | N/A |
Class C | 46.93% | |||
Class Inst | 14.96% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Adv | 100.00% | 54.89% (a) | |
Class Inst | 68.28% | |||
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class C | 8.71% | N/A | |
Class Inst3 | 98.15% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A | 45.10% | N/A | |
Class C | 19.58% |
Statement of Additional Information – May 1, 2018 | 238 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Balanced Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 47.92% | 36.64% |
Class C | 44.53% | |||
Class Inst | 33.88% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 6.79% | N/A | |
Class Inst2 | 12.26% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class T | 100.00% | N/A (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 19.95% | N/A | |
FIIOC
FBO
100 MAGELLAN WAY (KW1C) COVINGTON KY 41015-1987 |
Class R | 5.60% | N/A | |
GREAT-WEST
TRUST COMPANY LLC TTEE F
EMPLOYEE BENEFITS CLIENTS 401K 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class K | 32.75% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Inst | 5.71% | N/A |
Statement of Additional Information – May 1, 2018 | 239 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class C | 5.42% | N/A | |
Class Inst | 15.36% | |||
Class Inst3 | 9.57% | |||
Class R | 30.61% | |||
MID
ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class Inst3 | 14.67% | N/A | |
Class R | 5.80% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 8.03% | N/A | |
Class Inst | 7.59% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 14.85% | N/A | |
Class Adv | 58.54% | |||
Class Inst2 | 39.36% | |||
Class Inst3 | 9.85% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 29.52% | N/A | |
Class C | 6.56% | |||
Class Inst2 | 8.53% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 7.70% | N/A | |
Class Inst | 7.85% | |||
RELIANCE
TRUST COMPANY FBO
PO BOX 48529 ATLANTA GA 30362-1529 |
Class Inst3 | 11.48% | N/A | |
STATE
STREET BANK
FBO 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Inst3 | 9.07% | N/A | |
Class R | 36.81% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 13.13% | N/A | |
WELLS
FARGO BANK FBO
1525 W W T HARRIS BLVD CHARLOTTE NC 28262-8522 |
Class Inst2 | 11.39% | N/A | |
Class K | 66.44% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 13.70% | N/A | |
Class Inst | 7.84% | |||
Contrarian Core Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 43.31% | N/A |
Class C | 28.61% | |||
Class Inst | 18.61% | |||
Class T | 99.67% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 11.42% | N/A | |
Class Inst2 | 14.67% | |||
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 13.45% | N/A | |
JOHN
HANCOCK TRUST COMPANY LLC
690 CANTON ST STE 100 WESTWOOD MA 02090-2324 |
Class K | 97.58% | N/A |
Statement of Additional Information – May 1, 2018 | 240 |
Statement of Additional Information – May 1, 2018 | 241 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Disciplined Small Core Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 18.07% | N/A |
Class C | 19.03% | |||
Class Inst | 12.38% | |||
Class T | 99.21% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class Adv | 42.68% | N/A | |
Class Inst2 | 29.57% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 5.47% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 21.95% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 20.89% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE CONSERVATIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 11.25% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 41.49% | N/A | |
MATRIX
TRUST COMPANY FBO
PO BOX 52129 PHOENIX AZ 85072-2129 |
Class Inst | 15.94% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A | 20.43% | N/A | |
Class C | 11.42% | |||
Class Inst | 29.96% | |||
Class V | 26.83% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 7.17% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 10.46% | N/A | |
Class Adv | 28.65% | |||
Class C | 10.97% | |||
Class Inst | 8.95% | |||
Class Inst2 | 6.90% | |||
Class V | 6.04% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A | 6.44% | N/A | |
Class Adv | 23.68% | |||
Class C | 10.98% | |||
Class Inst2 | 44.90% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 14.08% | N/A |
Statement of Additional Information – May 1, 2018 | 242 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class Inst | 5.49% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 19.09% | N/A | |
Emerging Markets Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 71.40% | N/A |
Class C | 42.73% | |||
Class Inst | 25.66% | |||
Class T | 98.38% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class Inst2 | 16.51% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Adv | 67.63% | N/A | |
Class Inst | 22.66% | |||
COMERICA
BANK FBO CALHOUN
PO BOX 75000 MSC 3446 DETROIT MI 48275-0001 |
Class Inst | 20.44% | N/A | |
JOHN
RITUCCI TTEE FBO
TRI STATE TRUCK CENTER 401K C/O FASCORE LLC 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R | 5.66% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 7.03% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 15.02% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 6.01% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class Adv | 12.59% | 32.48% | |
Class Inst | 6.32% | |||
Class Inst3 | 60.29% | |||
Class R | 65.56% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 11.65% | N/A | |
Class Inst2 | 66.78% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class C | 5.34% | N/A | |
Class Inst2 | 5.49% | |||
Class K | 42.90% |
Statement of Additional Information – May 1, 2018 | 243 |
Statement of Additional Information – May 1, 2018 | 244 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
STATE
STREET BANK
FBO 1 LINCOLN ST BOSTON MA 02111-2901 |
Class Adv | 10.78% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 69.53% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 12.96% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 5.68% | N/A | |
Global Energy and Natural Resources Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 65.46% | 28.23% |
Class C | 29.05% | |||
Class Inst | 10.59% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class Inst2 | 15.08% | N/A | |
CAPITAL
BANK & TRUST COMPANY TTEE F
8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R | 6.38% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 32.02% | N/A | |
Class Inst2 | 18.69% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class K | 41.33% | N/A (a) | |
HARTFORD
LIFE INS. CO.
SEPARATE ACCOUNT ATTN UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 |
Class R | 14.22% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 95.73% | N/A | |
MASSACHUSETTS
MUTUAL LIFE INS CO
1295 STATE ST MIP M200-INVST SPRINGFIELD MA 01111-0001 |
Class R | 34.77% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class Adv | 9.01% | N/A | |
Class C | 6.77% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 8.53% | N/A | |
Class Inst | 5.98% |
Statement of Additional Information – May 1, 2018 | 245 |
Statement of Additional Information – May 1, 2018 | 246 |
Statement of Additional Information – May 1, 2018 | 247 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A | 11.09% | N/A | |
Class Inst | 8.20% | |||
Class Inst3 | 88.01% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A | 6.71% | N/A | |
Class C | 15.51% | |||
Class Inst | 11.74% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 12.46% | N/A | |
Class Adv | 12.57% | |||
Class C | 16.31% | |||
Class Inst | 15.08% | |||
Class Inst2 | 8.05% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A | 5.67% | N/A | |
Class Adv | 81.99% | |||
Class C | 10.01% | |||
Class Inst2 | 63.81% | |||
RBC
CAPITAL MARKETS, LLC
MUTUAL FUND OMNIBUS PROCESSING OMNIBUS ATTN MUTUAL FUND OPS MANAGER 510 MARQUETTE AVE S MINNEAPOLIS MN 55402-1110 |
Class Inst | 10.07% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 5.13% | N/A | |
Class Inst | 6.48% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 9.20% | N/A | |
Class C | 20.40% | |||
Class Inst | 8.89% | |||
Mid Cap Growth Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 66.04% | 31.46% |
Class C | 22.41% | |||
Class T | 98.30% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R | 7.89% | N/A | |
CAPITAL
BANK & TRUST COMPANY TTEE F
8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class Inst2 | 18.35% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class C | 5.25% | N/A | |
Class Inst | 11.37% | |||
CHRISTOPHER
J. HUYCK, MD FBO
ARTHRITIS CARE PC 401(K) PROFIT SHARING PLAN & TRUST 2414 15TH ST TROY NY 12180-1701 |
Class K | 8.67% | N/A | |
COUNSEL
TRUST DBA MATC FBO
EAGLE METALCRAFT INC 401K PSP & TRUST 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 |
Class K | 22.92% | N/A |
Statement of Additional Information – May 1, 2018 | 248 |
Statement of Additional Information – May 1, 2018 | 249 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MM Total Return Bond Strategies Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 99.95% | 100.00% |
Class Inst | 100.00% | |||
Small Cap Growth Fund I |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE MINNEAPOLIS MN 55402-2405 |
Class A | 19.79% | N/A |
Class C | 14.56% | |||
ASCENSUS
TRUST COMPANY FBO
PO BOX 10758 FARGO ND 58106-0758 |
Class R | 5.80% | N/A | |
BAND
& CO C/O US BANK NA
1555 N RIVERCENTER DR STE 302 MILWAUKEE WI 53212-3958 |
Class Inst | 5.28% | N/A | |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst | 14.35% | N/A | |
DCGT
AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001 |
Class R | 6.41% | N/A | |
HEI
HOSPITALITY LLC
FBO EXEC EXCESS OF HEI HOSPITALITY ATTN ERNIE FREEDMAN 101 MERRITT 7 STE 1 NORWALK CT 06851-1060 |
Class R | 12.08% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 6.43% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA CAPITAL ALLOCATION MODERATE AGGRESSIVE PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 18.16% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY PORTFOLIO 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 43.27% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A | 13.66% | N/A | |
Class R | 6.34% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 7.41% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 6.02% | N/A | |
Class Adv | 79.97% | |||
Class C | 7.78% | |||
Class Inst | 5.69% | |||
Class Inst3 | 5.87% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 18.65% | N/A | |
Class C | 6.28% | |||
Class K | 85.16% |
Statement of Additional Information – May 1, 2018 | 250 |
Statement of Additional Information – May 1, 2018 | 251 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 |
Class A | 5.66% | N/A | |
Class C | 6.71% | |||
Class Inst | 10.03% | |||
Class Inst3 | 51.45% | |||
Class R | 23.61% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 11.59% | N/A | |
Class Inst | 11.69% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 6.96% | N/A | |
Class Adv | 37.98% | |||
Class Inst2 | 22.88% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A | 5.08% | N/A | |
Class Adv | 57.45% | |||
Class C | 5.46% | |||
Class Inst2 | 16.61% | |||
Class K | 88.30% | |||
Class R | 5.44% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 7.87% | N/A | |
Class Inst | 5.81% | |||
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 5.60% | N/A | |
Class Inst | 9.10% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 11.73% | N/A | |
Class Inst | 7.46% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
AMT-Free CT Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 24.53% | N/A |
Class C | 19.67% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 12.73% | N/A | |
Class C | 9.53% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst3 | 100.00% | N/A (a) | |
KELLY
F SHACKELFORD
PO BOX 672 NEW CANAAN CT 06840-0672 |
Class V | 15.72% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class C | 12.21% | N/A |
Statement of Additional Information – May 1, 2018 | 252 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 24.86% | 78.33% | |
Class Inst | 91.86% | |||
Class V | 17.15% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 24.60% | N/A | |
PEOPLE
S SECURITIES INC
FRANK FICKO JR TOD ACCOUNT 15 HARMONY LN MONROE CT 06468-1138 |
Class A | 5.51% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 71.54% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 7.58% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 8.61% | N/A | |
Class C | 29.72% | |||
AMT-Free Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 52.82% | N/A |
Class C | 31.34% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst2 | 19.54% | N/A | |
Class V | 8.52% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class T | 100.00% | N/A (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 99.58% | N/A | |
JOHN
J ALMEIDA TR
JOHN J ALMEIDA REVOCABLE TRUST 27 TOPMAST CT JAMESTOWN RI 02835-2227 |
Class V | 7.88% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 11.36% | 75.43% | |
Class C | 17.60% | |||
Class Inst | 86.46% | |||
Class V | 9.54% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 9.31% | N/A | |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 14.24% | N/A | |
Class Inst2 | 38.01% | |||
Class V | 7.73% |
Statement of Additional Information – May 1, 2018 | 253 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 84.62% | N/A | |
Class C | 6.28% | |||
Class Inst2 | 12.45% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A | 5.52% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 29.92% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 5.88% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 5.64% | N/A | |
Class C | 13.86% | |||
AMT-Free MA Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 17.82% | N/A |
Class C | 37.45% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst2 | 100.00% | N/A (a) | |
Class Inst3 | 9.15% | |||
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 90.85% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 11.36% | 77.98% | |
Class C | 7.86% | |||
Class Inst | 91.42% | |||
Class V | 44.73% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 11.58% | N/A | |
Class Adv | 78.74% | |||
Class C | 10.67% | |||
Class V | 5.44% | |||
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 20.98% | N/A | |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class A | 30.65% | N/A | |
Class C | 17.18% | |||
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class A | 6.13% | N/A | |
Class C | 6.30% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 9.79% | N/A | |
Class C | 15.73% | |||
AMT-Free NY Intermediate Muni Bond Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 20.65% | N/A |
Class C | 6.61% |
Statement of Additional Information – May 1, 2018 | 254 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 10.04% | N/A | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 94.93% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class A | 6.16% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 16.97% | 71.94% | |
Class C | 28.70% | |||
Class Inst | 81.54% | |||
Class V | 27.20% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A | 12.78% | N/A | |
Class C | 19.18% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class A | 7.21% | N/A | |
Class Adv | 48.31% | |||
Class C | 6.35% | |||
Class Inst2 | 95.66% | |||
PAUL
E HOWARD &
JUDITH A HOWARD JTWROS PO BOX 649 SCHOHARIE NY 12157-0649 |
Class V | 5.15% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A | 8.51% | N/A | |
Class Adv | 50.56% | |||
Class C | 7.62% | |||
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 5.42% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 9.31% | N/A | |
Class C | 10.94% | |||
Strategic CA Municipal Income Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 32.63% | 27.17% |
Class C | 19.20% | |||
Class Inst | 16.67% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class A | 5.86% | N/A | |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst2 | 8.50% | N/A (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 99.71% | N/A |
Statement of Additional Information – May 1, 2018 | 255 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Inst | 9.22% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 11.65% | N/A | |
Class C | 30.85% | |||
Class Inst | 52.48% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class A | 5.64% | N/A | |
Class C | 9.80% | |||
Class Inst | 5.24% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 39.81% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 59.37% | N/A | |
Class Inst2 | 28.92% | |||
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 62.58% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 7.37% | N/A | |
Class C | 14.36% | |||
Class Inst | 5.08% | |||
Strategic NY Municipal Income Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 31.10% | 31.04% |
Class C | 17.37% | |||
Class Inst | 44.19% | |||
CHARLES
SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Inst2 | 92.46% | N/A | |
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class Inst3 | 13.46% | N/A (a) | |
EDWARD
D JONES & CO
FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 |
Class Inst3 | 46.49% | N/A | |
LPL
FINANCIAL
9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 |
Class Inst | 8.78% | N/A | |
MERRILL
LYNCH PIERCE FENNER
& SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
Class A | 6.09% | N/A | |
Class C | 18.75% | |||
Class Inst | 20.72% | |||
MORGAN
STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 |
Class C | 11.91% | N/A |
Statement of Additional Information – May 1, 2018 | 256 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 12.54% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class A | 6.97% | N/A | |
Class Adv | 87.08% | |||
Class C | 9.06% | |||
Class Inst3 | 40.05% | |||
STRAFE
& CO
FBO PO BOX 6924 NEWARK DE 19714-6924 |
Class Inst | 10.68% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Inst2 | 5.08% | N/A | |
UBS
WM USA
SPEC CDY A/C EXCL BEN CUST 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 |
Class C | 5.03% | N/A | |
Class Inst | 7.00% | |||
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class A | 7.16% | N/A | |
Class C | 14.31% |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Real Estate Equity Fund |
AMERICAN
ENTERPRISE INVESTMENT SVC
707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
Class A | 72.27% | N/A |
Class C | 30.31% | |||
Class T | 64.84% | |||
CAPITAL
BANK & TRUST CO TTEE FBO
WESTMORELAND MECHANICAL TESTING & R 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
Class R | 33.59% | N/A | |
CHARLES
SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT ATTENTION MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
Class Adv | 18.73% | N/A | |
Class C | 12.26% | |||
Class Inst | 12.71% | |||
COLUMBIA
MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508 |
Class T | 35.16% | N/A (a) | |
FIIOC
FBO
401(K) PLAN 100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1987 |
Class Adv | 6.05% | N/A | |
JPMCB
NA CUST FOR
COLUMBIA INCOME BUILDER FUND 4 CHASE METROTECH CENTER 3RD FLOOR BROOKLYN NY 11245-0003 |
Class Inst3 | 39.96% | N/A | |
MAC
& CO
ATTN: MUTUAL FUND OPS 500 GRANT STREET PITTSBURGH PA 15219-2502 |
Class Inst2 | 48.43% | N/A |
Statement of Additional Information – May 1, 2018 | 257 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
MERRILL
LYNCH PIERCE FENNER & SMITH
FBO 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 |
Class C | 6.72% | N/A | |
Class Inst3 | 59.79% | |||
Class R | 35.07% | |||
NATIONAL
FINANCIAL SERVICES LLC
FEBO CUSTOMERS MUTUAL FUNDS 200 LIBERTY STREET 1WFC NEW YORK NY 10281-1003 |
Class Adv | 30.11% | N/A | |
PERSHING
LLC
1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
Class Adv | 35.49% | N/A | |
Class Inst2 | 7.48% | |||
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 |
Class C | 8.66% | N/A | |
SEI
PRIVATE TRUST COMPANY
C/O SUNTRUST BANK ATTN MUTUAL FUND ADMIN 1 FREEDOM VALLEY DR OAKS PA 19456-9989 |
Class Inst | 28.92% | N/A | |
TD
AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226 |
Class Adv | 5.30% | N/A | |
VOYA
INSTITUTIONAL TRUST COMPANY
TTEE DAIMLER TRUCKS NORTH AMERICA LLC DEFERRED COMPENSATION PLAN 30 BRAINTREE HILL OFFICE PARK BRAINTREE MA 02184-8747 |
Class Inst2 | 35.15% | N/A | |
WELLS
FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 |
Class C | 9.91% | N/A |
(a) | Combination of all share classes of Columbia Management initial capital and/or affiliated funds-of-funds’ investments. |
Statement of Additional Information – May 1, 2018 | 258 |
Statement of Additional Information – May 1, 2018 | 259 |
Statement of Additional Information – May 1, 2018 | A-1 |
Statement of Additional Information – May 1, 2018 | A-2 |
Statement of Additional Information – May 1, 2018 | A-3 |
Statement of Additional Information – May 1, 2018 | A-4 |
Statement of Additional Information – May 1, 2018 | B-1 |
■ | effectively exercise their voting rights across the full range of business normally associated with general meetings of a company in line with market best practice (e.g. the election of individual directors, discharge authorities, capital authorities, auditor appointment, major or related party transactions etc). |
■ | place items on the agenda of general meetings, and to propose resolutions subject to reasonable limitations; |
■ | call a meeting of shareholders for the purpose of transacting the legitimate business of the company; and |
■ | Clear, consistent and effective reporting to shareholders is undertaken at regular intervals and that they remain aware of shareholder sentiment on major issues to do with the business, its strategy and performance. Where significant shareholder dissent is emerging or apparent (e.g. through the voting levels seen at General Meetings), boards should act to address that. |
■ | Boards should also allow a reasonable opportunity for the shareholders at a general meeting to ask questions about or make comments on the management of the company, and to ask the external auditor questions related to the audit. |
Statement of Additional Information – May 1, 2018 | B-2 |
Statement of Additional Information – May 1, 2018 | B-3 |
■ | subject to proper oversight by the board and regular review (e.g. audit, shareholder approval); |
■ | clearly justified and not be detrimental to the long-term interests of the company; |
■ | undertaken in the normal course of business; |
■ | undertaken on fully commercial terms; |
■ | In line with best practice; and |
■ | In the interests of all shareholders. |
Statement of Additional Information – May 1, 2018 | B-4 |
Statement of Additional Information – May 1, 2018 | B-5 |
1. | Clear, simple and understandable; |
2. | Balanced and proportionate, in respect of structure, deliverables, opportunity and the market; |
3. | Aligned with the long-term strategy, related key performance indicators and risk management discipline; |
4. | Linked robustly to the delivery of performance; |
5. | Delivering outcomes that reflect value creation and the shareholder ‘experience’; and |
6. | Structured to avoid pay for failure or the avoidance of accountability to shareholders. |
Statement of Additional Information – May 1, 2018 | B-6 |
Statement of Additional Information – May 1, 2018 | B-7 |
■ | the inability or perceived inability of a government authority to collect sufficient tax or other revenues to meet its payment obligations; |
■ | natural disasters and ecological or environmental concerns; |
■ | the introduction of constitutional or statutory limits on a tax-exempt issuer’s ability to raise revenues or increase taxes; |
■ | the inability of an issuer to pay interest on or to repay principal or securities in which the funds invest during recessionary periods; and |
■ | economic or demographic factors that may cause a decrease in tax or other revenues for a government authority or for private operators of publicly financed facilities. |
Statement of Additional Information – May 1, 2018 | C-1 |
Statement of Additional Information – May 1, 2018 | C-2 |
Statement of Additional Information – May 1, 2018 | C-3 |
Statement of Additional Information – May 1, 2018 | C-4 |
Statement of Additional Information – May 1, 2018 | C-5 |
Statement of Additional Information – May 1, 2018 | C-6 |
Statement of Additional Information – May 1, 2018 | C-7 |
Statement of Additional Information – May 1, 2018 | C-8 |
Statement of Additional Information – May 1, 2018 | D-1 |
Statement of Additional Information – May 1, 2018 | D-2 |
■ | Current or retired fund Board members, officers or employees of the funds or Columbia Management or its affiliates (b) ; |
■ | Current or retired Ameriprise Financial Services, Inc. (Ameriprise Financial Services) financial advisors and employees of such financial advisors (b) ; |
■ | Registered representatives and other employees of affiliated or unaffiliated financial intermediaries (and their immediate family members and related trusts or other entities owned by the foregoing) having a selling agreement with the Distributor (b) ; |
■ | Registered broker-dealer firms that have entered into a dealer agreement with the Distributor may buy Class A shares without paying a front-end sales charge for their investment account only; |
■ | Portfolio managers employed by subadvisers of the funds (b) ; |
■ | Partners and employees of outside legal counsel to the funds or to the funds’ directors or trustees who regularly provide advice and services to the funds, or to their directors or trustees; |
■ | Direct rollovers ( i.e. , rollovers of fund shares and not reinvestments of redemption proceeds) from qualified employee benefit plans, provided that the rollover involves a transfer to Class A shares in the same fund; |
■ | Employees or partners of Columbia Wanger Asset Management, LLC; |
■ | Separate accounts established and maintained by an insurance company which are exempt from registration under Section 3(c)(11); |
■ | At a fund’s discretion, front-end sales charges may be waived for shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the fund is a party; |
■ | Purchases by registered representatives and employees (and their immediate family members and related trusts or other entities owned by the foregoing (referred to as “Related Persons”)) of Ameriprise Financial Services and its affiliates; provided that with respect to employees (and their Related Persons) of an affiliate of Ameriprise Financial, such persons must make purchases through an account held at Ameriprise Financial or its affiliates. |
Statement of Additional Information – May 1, 2018 | S-1 |
■ | Through or under a wrap fee product or other investment product sponsored by a financial intermediary that charges an account management fee or other managed agency/asset allocation accounts or programs involving fee-based compensation arrangements that have or that clear trades through a financial intermediary that has a selling agreement with the Distributor; |
■ | Through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; |
■ | Through banks, trust companies and thrift institutions, acting as fiduciaries; or |
■ | Through “employee benefit plans” created under Section 401(a), 401(k), 457 and 403(b), and qualified deferred compensation plans, that have a plan level or omnibus account maintained with the Fund or the Transfer Agent and transact directly with the Fund or the Transfer Agent through a third-party administrator or third-party recordkeeper. This waiver does not apply to accounts held through commissionable brokerage platforms. |
* | Any shareholder with a Direct-at-Fund account (i.e., shares held directly with the Fund through the Transfer Agent) that is eligible to purchase shares without a front-end sales charge by virtue of having qualified for a previous waiver may continue to purchase shares without a front-end sales charge if they no longer qualify under a category described in the prospectus or in this section. Otherwise, you must qualify for a front-end sales charge waiver described in the prospectus or in this section. |
(a) | The Funds no longer accept investments from new or existing investors in Class E shares, except by existing Class E and former Class F shareholders who opened and funded their account prior to September 22, 2006 that may continue to invest in Class E shares (Class F shares automatically converted to Class E shares on July 17, 2017). See the prospectus offering Class E shares of Large Cap Growth Fund (a series of CFST I) for details. |
(b) | Including their spouses or domestic partners, children or step-children, parents, step-parents or legal guardians, and their spouse’s or domestic partner’s parents, step-parents, or legal guardians. |
■ | In the event of the shareholder’s death; |
■ | For which no sales commission or transaction fee was paid to an authorized financial intermediary at the time of purchase; |
■ | Purchased through reinvestment of dividend and capital gain distributions; |
■ | That result from required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70½; |
■ | That result from returns of excess contributions made to retirement plans or individual retirement accounts, so long as the financial intermediary returns the applicable portion of any commission paid by the Distributor; |
■ | Of Class A shares of a fund initially purchased by an employee benefit plan; |
■ | Other than Class A shares of a fund initially purchased by an employee benefit plan that are not connected with a plan level termination; |
■ | In connection with the fund’s Small Account Policy (as described in the prospectus); and |
■ | At a fund’s discretion, issued in connection with plans of reorganization, including but not limited to mergers, asset acquisitions and exchange offers, to which the fund is a party. |
■ | Any client of Bank of America or one of its subsidiaries buying shares through an asset management company, trust, fiduciary, retirement plan administration or similar arrangement with Bank of America or the subsidiary. |
■ | Any employee (or family member of an employee) of Bank of America or one of its subsidiaries. |
■ | Any investor buying shares through a Columbia Management state tuition plan organized under Section 529 of the Internal Revenue Code. |
■ | Any trustee or director (or family member of a trustee or director) of a fund distributed by the Distributor. |
Statement of Additional Information – May 1, 2018 | S-2 |
■ | Other than for the Multi-Manager Strategies Funds, any shareholder (as well as any family member of a shareholder or person listed on an account registration for any account of the shareholder) who holds Class Inst shares of a fund distributed by the Distributor is eligible to purchase Class Inst shares of other funds distributed by the Distributor, subject to a minimum initial investment of $2,000 ($1,000 for IRAs). If the account in which the shareholder holds Class Inst shares is not eligible to purchase additional Class Inst shares, the shareholder may purchase Class Inst shares in an account maintained directly with the Transfer Agent, subject to a minimum initial investment of $2,000 ($1,000 for IRAs). |
Statement of Additional Information – May 1, 2018 | S-3 |
PART C. OTHER INFORMATION
Item 28. Exhibits
(a)(1) | Second Amended and Restated Agreement and Declaration of Trust, dated August 10, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(1)), filed on September 16, 2005. | |
(a)(2) | Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust, effective September 19, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(2)), filed on September 16, 2005. | |
(a)(3) | Amendment No. 2 to Second Amended and Restated Agreement and Declaration of Trust, effective December 13, 2017, is incorporated by reference to Post-Effective Amendment No. 313 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(3)), filed on January 16, 2018. | |
(a)(4) | Amendment No. 3 to Second Amended and Restated Agreement and Declaration of Trust, effective March 7, 2018, is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(4)), filed on March 29, 2018. | |
(b) | Amended and Restated By-laws of the Registrant, effective October 20, 2015, are incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (b)), filed on December 22, 2015. | |
(c) | Not Applicable. | |
(d)(1) | Amended and Restated Management Agreement, as of April 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, is incorporated by reference to Post-Effective Amendment No. 257 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)), filed on April 27, 2016. | |
(d)(1)(i) | Schedule A and Schedule B, as of 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. | |
(d)(2) | Amended and Restated Management Agreement, as of October 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, effective June 16, 2015, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)), filed on October 31, 2016. | |
(d)(2)(i) | Schedule A and Schedule B, as of December 13, 2017, 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. 322 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(2)(i)), filed on February 27, 2018. | |
(d)(3) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on May 30, 2014. | |
(d)(3)(i) | Addendum, dated March 7, 2012, to the Subadvisory Agreement, dated March 7, 2012, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Alternative Strategies Fund is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(1)), filed on May 30, 2014. |
(d)(3)(ii) | Amendment No. 1, dated August 18, 2016 to the Subadvisory Agreement dated March 7, 2012, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Directional Alternative Strategies Fund is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(ii)), filed on September 30, 2016. | |
(d)(4) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(4)), filed on May 30, 2014. | |
(d)(4)(i) | Amendment No.1, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)(i)), filed on June 29, 2015. | |
(d)(5) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and EAM Investors, LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 99356 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on May 30, 2014. | |
(d)(6) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM, Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective Amendment No. 259 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 16, 2016. | |
(d)(7) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC, dated February 6, 2013, last amended January 25, 2017, is incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on March 29, 2017. | |
(d)(7)(i) | Addendum Authorization to Enter Into Over-The-Counter And/Or Exchange Traded Derivatives between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)(1)), filed on May 30, 2014. | |
(d)(8) | Subadvisory Agreement among Columbia Management Investment Advisers, LLC and Threadneedle International Limited, dated March 5, 2014, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on August 26, 2015. | |
(d)(8)(i) | Amendment No. 1, dated December 19, 2014, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(i)), filed on August 26, 2015. | |
(d)(8)(ii) | Amendment No. 2, dated March 4, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(ii)), filed on August 26, 2015. |
(d)(8)(iii) | Amendment No. 3, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(iii)), filed on August 26, 2015. | |
(d)(8)(iv) | Amendment No. 4, dated August 17, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is filed herewith as Exhibit (d)(8)(iv) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(d)(8)(v) | Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF1 Offshore Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(iv)), filed on August 26, 2015. | |
(d)(8)(vi) | Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF2 Offshore Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(v)), filed on August 26, 2015. | |
(d)(8)(vii) | Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF3 Offshore Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(vi)), filed on August 26, 2015. | |
(d)(8)(viii) | Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CAAF Offshore Fund Ltd., a subsidiary of Columbia Alternative Beta Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(vii)), filed on August 26, 2015. | |
(d)(9) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(9)), filed on May 30, 2014. | |
(d)(10) | Delegation Agreement, dated March 7, 2012, between Dalton, Greiner, Hartman, Maher & Co., LLC and Real Estate Management Services Group, LLC is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on May 30, 2014. | |
(d)(11) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC, dated June 11, 2014, is incorporated by reference to Post-Effective Amendment No. 205 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(11)), filed on August 28, 2014. | |
(d)(12) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(12)), filed on May 30, 2014. | |
(d)(12)(i) | Amendment No.1, dated March 9, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(14)(i)), filed on April 11, 2016. |
(d)(13) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 243 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on October 26, 2015. | |
(d)(13)(i) | Amendment No.1, as of May 1, 2017, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is 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. | |
(d)(14) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of Multi-Manager Directional Alternative Strategies Fund, dated August 18, 2016, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on September 30, 2016. | |
(d)(15) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Analytic Investors, LLC, on behalf of Multi-Manager Directional Alternative Strategies Fund, dated October 3, 2016, is incorporated by reference to Post-Effective Amendment No. 277 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on October 3, 2016. | |
(d)(16) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of Multi-Manager Growth Strategies Fund, effective February 7, 2017, is incorporated by reference to Post-Effective Amendment No. 288 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on February 7, 2017. | |
(d)(17) | 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 incorporated by reference to Post-Effective Amendment No. 304 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(17)), filed on September 13, 2017. | |
(d)(18) | Management Agreement between Columbia Management Investment Advisers, LLC and CAAF Offshore Fund, Ltd., a subsidiary of Columbia Alternative Beta Fund, effective October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on September 28, 2015. | |
(d)(19) | Management Agreement between Columbia Management Investment Advisers, LLC and CDARF1 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(19)), filed on September 28, 2015. | |
(d)(20) | Management Agreement between Columbia Management Investment Advisers, LLC and CDARF2 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on September 28, 2015. | |
(d)(21) | Management Agreement between Columbia Management Investment Advisers, LLC and CDARF3 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on September 28, 2015. |
(d)(22) | Management Agreement between Columbia Management Investment Advisers, LLC and ASGM Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on December 22, 2015. | |
(d)(23) | Management Agreement between Columbia Management Investment Advisers, LLC and ASMF Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on December 22, 2015. | |
(e)(1) | Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)), filed on April 11, 2016. | |
(e)(1)(i) | Restated Schedule I, effective December 13, 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. 322 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(1)(i)), filed on February 27, 2018. | |
(e)(2) | Form of Mutual Fund Sales Agreement is incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (e)(2)), filed on March 29, 2017. | |
(f) | Form of Deferred Compensation Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (f)), filed on May 30, 2014. | |
(g)(1) | Second Amended and Restated Master Global Custody Agreement between certain Funds and JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 124 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on April 29, 2011. | |
(g)(2) | Addendum to Master Global Custody Agreement (related to Multi-Manager Alternative Strategies Fund, Multi-Manager Total Return Bond Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund and Multi-Manager Growth Strategies Fund), dated March 9, 2012, Addendum to Master Global Custody Agreement (related to Columbia Adaptive Risk Allocation Fund), dated June 11, 2012, and Addendum to Master Global Custody Agreement (related to Columbia Diversified Real Return Fund), dated February 25, 2014, are incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on May 30, 2014. | |
(g)(3) | Addendum to Master Global Custody Agreement (related to Columbia Alternative Beta Fund and Columbia Diversified Absolute Return Fund), dated January 15, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(3)), filed on February 27, 2015. | |
(g)(4) | Addendum to Master Global Custody Agreement (related to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund), dated March 18, 2015, is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(4)), filed on March 24, 2015. | |
(g)(5) | Side letter (related to the China Connect Service on behalf of Columbia Emerging Markets Fund, Columbia Greater China Fund, Columbia Pacific/Asia Fund and Columbia Diversified Absolute Return Fund), dated March 6, 2018, 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. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(5)), filed on March 29, 2018. |
(g)(6) | Addendum to Master Global Custody Agreement (related to Multi-Manager Directional Alternative Strategies Fund), is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(6)), filed on September 30, 2016. | |
(g)(7) | Addendum to Master Global Custody Agreement (related to Columbia Adaptive Retirement 2020 Fund, Columbia Adaptive Retirement 2030 Fund, Columbia Adaptive Retirement 2040 Fund, Columbia Adaptive Retirement 2050 Fund, Columbia Adaptive Retirement 2060 Fund, Columbia Solutions Aggressive Portfolio and Columbia Solutions Conservative Portfolio) is incorporated by reference to Post-Effective Amendment No. 308 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(7)), filed on October 20, 2017. | |
(g)(8) | Addendum to Master Global Custody Agreement (related to Columbia Adaptive Retirement 2025 Fund, Columbia Adaptive Retirement 2035 Fund, Columbia Adaptive Retirement 2045 Fund and Columbia Adaptive Retirement 2055 Fund) is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(8)), filed on March 29, 2018. | |
(g)(9) | Addendum to Master Global Custody Agreement (related to Multi-Manager International Equity Strategies Fund) is incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(9)), filed on March 29, 2018. | |
(g)(10) | 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. | |
(h)(1) | Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)), filed on April 26, 2017. | |
(h)(1)(i) | Schedule A and Schedule B, effective December 13, 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. 316 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)(i)), filed on February 27, 2018. | |
(h)(2) | Form of Indemnification Agreement is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(6)), filed on March 24, 2006. | |
(h)(3) | Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant and Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 264 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(4)), filed on June 29, 2016. | |
(h)(3)(i) | Restated Schedule A, effective December 13, 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. 316 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(3)(i)), filed on February 27, 2018. |
(h)(4) | Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 175 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(8)), filed on May 30, 2013. | |
(h)(5) | Agreement and Plan of Reorganization, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit (h)(9)), filed on April 29, 2011. | |
(h)(6) | Agreement and Plan of Reorganization, dated December 17, 2015, is incorporated by reference to Registration Statement No. 333-208706 of Columbia Funds Series Trust on Form N-14 (Exhibit (4)), filed on December 22, 2015. | |
(h)(7) | Amended and Restated Credit Agreement, as of December 9, 2014, is incorporated by reference to Post-Effective Amendment No. 225 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(14)), filed on April 16, 2015. | |
(h)(7)(i) | Restated Credit Agreement, as of December 8, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(9)(i)), filed on April 11, 2016. | |
(h)(7)(ii) | 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)(7)(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. |
(m)(4) | Shareholder Servicing Plan Implementation Agreement, amended and restated as of June 14, 2017, for Registrants Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 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 Registrants Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 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 November 1, 2017, is incorporated by reference to Post-Effective Amendment No. 309 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (n)), filed on October 30, 2017. | |
(o) | Reserved. | |
(p)(1) | Code of Ethics of Columbia Atlantic Board Funds, effective February 2016, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(1)), filed on April 11, 2016. | |
(p)(2) | Ameriprise Global Asset Management Personal Trading Account Dealing and Code of Ethics Policy, effective December 27, 2017, is incorporated by reference to Post-Effective Amendment No. 315 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(2)), filed on February 1, 2018. | |
(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 February 15, 2018, is filed herewith as Exhibit (p)(4) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(5) | Code of Ethics of EAM Investors, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), effective August 1, 2017, is filed herewith as Exhibit (p)(5) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(6) | Code of Ethics of Prudential Financial (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), is filed herewith as Exhibit (p)(6) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(7) | Code of Ethics of TCW Investment Management Company LLC (a subadviser of Multi-Manager Alternative Strategies Fund and Multi-Manager Total Return Bond Strategies Fund), dated December 19, 2017, is filed herewith as Exhibit (p)(7) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(8) | Code of Ethics of Water Island Capital, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), dated January 1, 2017, is filed herewith as Exhibit (p)(8) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(9) | Code of Ethics of Real Estate Management Services Group, LLC (provides advisory services as delegated by Dalton, Greiner, Hartman, Maher & Co., LLC, a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated July 1, 2017, is filed herewith as Exhibit (p)(9) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(10) | Code of Ethics of Conestoga Capital Advisors, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated July 19, 2016, is 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 9, 2017, is filed herewith as Exhibit (p)(11) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(12) | Code of Ethics of BMO Asset Management Corp. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated December 2016, is 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 January 1, 2017, is filed herewith as Exhibit (p)(14) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(15) | Code of Ethics of Los Angeles Capital Management and Equity Research, Inc. (a subadviser of Multi-Manager Growth Strategies Fund), effective December 31, 2017, is filed herewith as Exhibit (p)(15) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(p)(16) | Code of Ethics of Manulife Asset Management (US) LLC (a subadviser of Multi-Manager Alternative Strategies Fund), effective September 1, 2017, is filed herewith as Exhibit (p)(16) to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. | |
(q)(1) | Trustees Power of Attorney, dated January 1, 2018, is incorporated by reference to Post-Effective Amendment No. 315 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed on February 1, 2018. | |
(q)(2) | Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(7)), filed on February 27, 2015. |
(q)(3) | Power of Attorney for Michael G. Clarke, dated May 23, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed on May 27, 2016. | |
(q)(4) | Power of Attorney for Amy K. Johnson, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(4)), filed on May 27, 2016. | |
(q)(5) | Power of Attorney for Anthony P. Haugen, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(5)), filed on May 27, 2016. |
Item 29. Persons Controlled by or under Common Control with the Registrant
Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia funds-of-funds that invest primarily in shares of affiliated funds (the underlying funds). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 30. Indemnification
Article Five of the Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrants request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrants request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) under specified circumstances, all as more fully set forth in the Registrants Bylaws, which have been filed as an exhibit to this registration statement.
Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. In accordance with Section 17(h) of the 1940 Act, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Covered Persons office.
Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrants Distribution Agreement, which has been filed as an exhibit to the registration statement. The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrants trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrants investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrants investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrants organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.
Item 31. Business and Other Connections of the Investment Adviser
To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (the Investment Manager), the Registrants investment adviser, or the subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrants past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.
(a) | The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrants portfolios and is incorporated herein by reference. Information about the business of the Investment Manager and the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment Manager (formerly, RiverSource Investments, LLC) with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with the Investment Manager, certain directors and officers of the Investment Manager also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. |
(b) | Analytic Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Analytic Investors, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Analytic Investors, LLC and is incorporated herein by reference. Information about the business of Analytic Investors, LLC and the directors and principal executive officers of Analytic Investors, LLC is also included in the Form ADV filed by Analytic Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-7082), which is incorporated herein by reference. |
(c) | AQR Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of AQR Capital Management, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by AQR Capital Management, LLC and is incorporated herein by reference. Information about the business of AQR Capital Management, LLC and the directors and principal executive officers of AQR Capital Management, LLC is also included in the Form ADV filed by AQR Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-55543), which is incorporated herein by reference. |
(d) | Boston Partners Global Investors, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Boston Partners Global Investors, Inc. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Boston Partners Global Investors, Inc. and is incorporated herein by reference. Information about the business of Boston Partners Global Investors, Inc. and the directors and principal executive officers of Boston Partners Global Investors, Inc. is also included in the Form ADV filed by Boston Partners Global Investors, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-61786), which is incorporated herein by reference. |
(e) | BMO Asset Management Corp. performs investment management services for the Registrant and certain other clients. Information regarding the business of BMO Asset Management Corp. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by BMO Asset Management Corp. and is incorporated herein by reference. Information about the business of BMO Asset Management Corp. and the directors and principal executive officers of BMO Asset Management Corp. is also included in the Form ADV filed by BMO Asset Management Corp. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-35533), which is incorporated herein by reference. |
(f) | Conestoga Capital Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Conestoga Capital Advisors, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Conestoga Capital Advisors, LLC and is incorporated herein by reference. Information about the business of Conestoga Capital Advisors, LLC and the directors and principal executive officers of Conestoga Capital Advisors, LLC is also included in the Form ADV filed by Conestoga Capital Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60133), which is incorporated herein by reference. |
(g) | Dalton, Greiner, Hartman, Maher & Co., LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Dalton, Greiner, Hartman, Maher & Co., LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Dalton, Greiner, Hartman, Maher & Co., LLC and is incorporated herein by reference. Information about the business of Dalton, Greiner, Hartman, Maher & Co., LLC and the directors and principal executive officers of Dalton, Greiner, Hartman, Maher & Co., LLC is also included in the Form ADV filed by Dalton, Greiner, Hartman, Maher & Co., LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-62895), which is incorporated herein by reference. |
(h) | EAM Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of EAM Investors, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by EAM Investors, LLC and is incorporated herein by reference. Information about the business of EAM Investors, LLC and the directors and principal executive officers of EAM Investors, LLC is also included in the Form ADV filed by EAM Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-70305), which is incorporated herein by reference. |
(i) | Loomis, Sayles and Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Loomis, Sayles and Company, L.P. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Loomis, Sayles and Company, L.P. and is incorporated herein by reference. Information about the business of Loomis, Sayles and Company, L.P. and the directors and principal executive officers of Loomis, Sayles and Company, L.P. is also included in the Form ADV filed by Loomis, Sayles and Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-170), which is incorporated herein by reference. |
(j) | Los Angeles Capital Management and Equity Research, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Los Angeles Capital Management and Equity Research, Inc. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Los Angeles Capital Management and Equity Research, Inc. and is incorporated herein by reference. Information about the business of Los Angeles Capital Management and Equity Research, Inc. and the directors and principal executive officers of Los Angeles Capital Management and Equity Research, Inc. is also included in the Form ADV filed by Los Angeles Capital Management and Equity Research, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60934), which is incorporated herein by reference. |
(k) | 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 Registrants 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. |
(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 Registrants portfolio(s) subadvised by PGIM, Inc. and is incorporated herein by reference. Information about the business of PGIM, Inc. and the directors and principal executive officers of PGIM, Inc. is also included in the Form ADV filed by PGIM, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-22808), which is incorporated herein by reference. |
(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 Registrants portfolio(s) subadvised by TCW Investment Management Company LLC and is incorporated herein by reference. Information about the business of TCW Investment Management Company LLC and the directors and principal executive officers of TCW Investment Management Company LLC is also included in the Form ADV filed by TCW Investment Management Company LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-29075), which is incorporated herein by reference. |
(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 Registrants portfolio(s) subadvised by Threadneedle International Limited and is incorporated herein by reference. Information about the business of Threadneedle International Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63196), which is incorporated herein by reference. |
(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 Registrants portfolio(s) subadvised by Water Island Capital, LLC and is incorporated herein by reference. Information about the business of Water Island Capital, LLC and the directors and principal executive officers of Water Island Capital, LLC is also included in the Form ADV filed by Water Island Capital, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-57341), which is incorporated herein by reference. |
Item 32. Principal Underwriter
(a) | Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant: |
Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable Series Trust II; Columbia Funds Variable Insurance Trust and Wanger Advisors Trust.
(b) | As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc. |
Name and Principal Business Address* |
Position and Offices
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Positions and Offices
|
||
William F. Truscott | Chief Executive Officer | Board Member, Senior Vice President | ||
Joseph Kringdon | President and Head of Intermediary 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. DAlessandro | Vice President and Assistant Secretary | Assistant Secretary | ||
Christopher O. Petersen | Vice President and Assistant Secretary | President and Principal Executive Officer | ||
James E. Brefeld, Jr. | Treasurer | None | ||
Michael Tempesta | Anti-Money Laundering Officer and Identity Theft Prevention Officer | None | ||
Kevin Wasp | Ombudsman | None | ||
Kristin Weisser | Conflicts Officer | None |
* | The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston, MA 02110. |
(c) | Not Applicable. |
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder include:
| Registrant, 225 Franklin Street, Boston, MA 02110; |
| Registrants investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110; |
| Registrants subadviser, Analytic Investors, LLC, 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013; |
| Registrants subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830; |
| Registrants subadviser, Boston Partners Global Investors, Inc., 909 Third Avenue, New York, NY 10022; |
| Registrants subadviser, BMO Asset Management, Corp., 115 South LaSalle Street, 11 th Floor, Chicago, IL, 60603; |
| Registrants subadviser, Conestoga Capital Advisors, LLC, 550 East Swedesford Road, Suite 120, Wayne, PA 19087; |
| Registrants subadviser, Dalton, Greiner, Hartman, Maher & Co., 565 Fifth Avenue, Suite 2101, New York, NY 10017; |
| Registrants subadviser, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, CA 92007; |
| Registrants subadviser, Loomis, Sayles and Company, L.P., One Financial Center, Boston, MA 02111; |
| Registrants subadviser, Los Angeles Capital Management and Equity Research, Inc., 1150 Santa Monica Blvd., Suite 200, Los Angeles, CA 90025; |
| Registrants subadviser, Manulife Asset Management (US) LLC, 197 Clarendon St # 4, Boston, MA 02116; |
| Registrants subadviser, PGIM, Inc./Prudential Financial, Inc., 655 Broad Street, Newark, NJ 07102; |
| Registrants subadviser, TCW Investment Management Company LLC, 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017; |
| Registrants subadviser, Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom; |
| Registrants subadviser, Water Island Capital, LLC, 41 Madison Avenue, 42nd floor, New York, NY 10010; |
| Registrants provider of advisory service as delegated by DGHM, Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, FL 34102; |
| Registrants former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110; |
| Registrants former subadviser, Federated Investment Management Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779; |
| Registrants former subadviser, Nordea Investment Management North America, Inc., 1211 Avenue of the Americas, 23 rd Floor, New York, NY; |
| Registrants former subadviser, RS Investment Management Co. LLC, One Bush Street, Suite 900, San Francisco, CA 94104; |
| Registrants former subadviser, Wasatch Advisors Inc, 505 Wakara Way, 3 rd Floor, Salt Lake City, UT 84108; |
| Registrants principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA, 02110; |
| Registrants transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA, 02110; |
| Registrants custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19 th Floor, New York, NY 10005; and |
| Registrants former custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111. |
In addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.
Item 34. Management Services
Not Applicable.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS SERIES TRUST I, certifies that it meets all the requirements for effectiveness of this Amendment to its Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and the State of Minnesota on the 26th day of April, 2018.
COLUMBIA FUNDS SERIES TRUST I | ||
By: |
/s/ Christopher O. Petersen |
|
Christopher O. Petersen | ||
President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 26th day of April, 2018.
Signature | Capacity | Signature | Capacity | |||
/s/ Christopher O. Petersen Christopher O. Petersen |
President (Principal Executive Officer) |
/s/ John J. Neuhauser* John J. Neuhauser |
Trustee | |||
/s/ Michael G. Clarke* Michael G. Clarke |
Chief Financial Officer (Principal Financial Officer) Chief Accounting Officer (Principal Accounting Officer) |
/s/ Patrick J. Simpson* Patrick J. Simpson |
Trustee | |||
/s/ Douglas A. Hacker* Douglas A. Hacker |
Chair of the Board |
/s/ William F. Truscott* William F. Truscott |
Trustee | |||
/s/ Janet L. Carrig* Janet L. Carrig |
Trustee |
/s/ Anne-Lee Verville* Anne-Lee Verville |
Trustee | |||
/s/ Nancy T. Lukitsh* Nancy T. Lukitsh |
Trustee | |||||
/s/ David M. Moffett* David M. Moffett |
Trustee |
* | By: |
/s/ Joseph DAlessandro |
||||
Name: | Joseph DAlessandro** | |||||
Attorney-in-fact |
** | Executed by Joseph DAlessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated May 23, 2016 and incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed with the Commission on May 27, 2016, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 1, 2018, and incorporated by reference to Post-Effective Amendment No. 315 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 1, 2018. |
Exhibit Index
(d)(8)(iv) | Amendment No. 4, dated August 17, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited | |
(j)(2) | Consent of PricewaterhouseCoopers LLP | |
(p)(4) | Code of Ethics of Dalton, Greiner, Hartman, Maher & Co., LLC, dated February 15, 2018 | |
(p)(5) | Code of Ethics of EAM Investors, LLC, effective August 1, 2017 | |
(p)(6) | Code of Ethics of Prudential Financial | |
(p)(7) | Code of Ethics of TCW Investment Management Company LLC, dated December 19, 2017 | |
(p)(8) | Code of Ethics of Water Island Capital, LLC, dated January 1, 2017 | |
(p)(9) | Code of Ethics of Real Estate Management Services Group, LLC, dated July 1, 2017 | |
(p)(11) | Code of Ethics of Loomis, Sayles and Company, L.P., effective January 14, 2000, as amended August 9, 2017 | |
(p)(14) | Code of Ethics of Wells Capital Management, Inc., effective January 1, 2017 | |
(p)(15) | Code of Ethics of Los Angeles Capital Management and Equity Research, Inc., effective December 31, 2017 | |
(p)(16) | Code of Ethics of Manulife Asset Management (US) LLC, effective September 1, 2017 |
AMENDMENT NO. 4
TO THE SUBADVISORY AGREEMENT
This Amendment No. 4 (the Amendment), made and entered into as of August 17, 2016, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (Investment Manager), and Threadneedle International Limited, a company organized under the laws of England and Wales (TINTL), dated March 5, 2014 (the Agreement).
WHEREAS, Investment Manager desires to retain TINTL to provide investment advisory services to an additional mutual fund, particularly, Active Portfolios ® Multi-Manager Directional Alternatives Fund, and TINTL is willing to render such investment advisory services;
WHEREAS, Investment Manager and TINTL desire to amend the Agreement, including Schedule A thereto, to add, effective on October 12, 2016, Active Portfolios ® Multi-Manager Directional Alternatives Fund as a Fund covered by the Agreement; and
WHEREAS, Investment Manager and TINTL desire to further amend the Agreement, in particular Schedule A thereto, to remove, effective on November 24, 2015, Columbia Intermediary Alternatives Fund; effective on January 29, 2016, Columbia Global Inflation-Linked Bond Plus Fund; and effective on August 25, 2016, Columbia Global Unconstrained Bond Fund, as Funds covered by the Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree that Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto.
[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the day and year first above written.
AMENDMENT NO. 4
TO THE AGREEMENT
SCHEDULE A. Compensation to TINTL pursuant to Paragraph 4 of the Agreement shall be calculated at the rates noted in the table below based on the average daily net assets (or portion of Fund assets, as the case may be) managed by TINTL of each of the following Funds when managed by TINTL as Subadviser as of the start date of services:
[REDACTED DATA]
* TINTL shall not be responsible for providing any services to a Fund under the Agreement (other than certain reporting to the Board, as mutually agreed upon) until the Start Date for a Fund has been determined by both parties.
** The Fund invests substantially all of its assets in affiliated underlying funds, for which Columbia Management is not paid advisory fees and, therefore, the TINTL subadvisory rate is 0%.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Columbia Fund Series Trust I of our report dated February 20, 2018, relating to the financial statements and financial highlights, which appear in Columbia Real Estate Equity Funds Annual Report on Form N-CSR for the year ended December 31, 2017. We also consent to the references to us under the headings Financial Highlights, Independent Registered Public Accounting Firm and Organization and Management of Wholly-Owned Subsidiaries in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Minneapolis, Minnesota
April 25, 2018
Code of Ethics
February 15, 2018
Dalton, Greiner, Hartman, Maher & Co., LLC
Main office: |
Back office: |
|||
565 Fifth Avenue | 3001 Tamiami Trail North | |||
Suite 2101 | Suite 206 | |||
New York, NY 10017 | Naples, FL 34103 | |||
(212) 557-2445 | (239) 261-3555 | |||
www.dghm.com |
Table of Contents
Statement of General Policy |
3 | |||
Standards of Business Conduct |
5 | |||
Chief Compliance Officers Designee |
6 | |||
Access Persons |
7 | |||
Prohibition Against Insider Trading |
8 | |||
Service as an Officer or Director |
11 | |||
Personal Securities Trading Limitations |
12 | |||
Personal Trading Compliance Procedures |
13 | |||
Custodial Account Reporting |
15 | |||
Preclearance |
16 | |||
Blackout Periods |
17 | |||
Participation in Unaffiliated Private Placements or Limited Offerings |
18 | |||
Participation in IPOs |
19 | |||
Pre-Approval Process for Affiliated Private Fund Investments |
20 | |||
Rumor Mongering |
21 | |||
Gifts and Entertainment |
24 | |||
Political Contributions |
25 | |||
Covered Associates |
27 | |||
Fair Dealing |
28 | |||
Protecting the Confidentiality of Client Information |
29 | |||
Social Media |
31 | |||
Fraternization |
33 | |||
Whistleblower Policy |
34 | |||
Reporting Violations and Sanctions |
36 | |||
Records |
37 | |||
Acknowledgement |
38 | |||
Definitions |
39 | |||
Addenda |
43 |
Statement of General Policy
This Code of Ethics (Code) has been adopted by Dalton, Greiner, Hartman, Maher & Co., LLC (DGHM) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (Advisers Act).
This Code establishes rules of conduct for all employees of DGHM and is designed to, among other things; govern personal securities trading activities in the accounts of employees, their immediate family/household accounts and accounts in which an employee has a beneficial interest. The Code is based upon the principle that DGHM and its employees owe a fiduciary duty to DGHMs clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the Firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.
The Code is designed to ensure that the high ethical standards long maintained by DGHM continue to be applied. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The excellent name and reputation of our Firm continues to be a direct reflection of the conduct of each employee.
Pursuant to Section 206 of the Advisers Act, both DGHM and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that DGHM has an affirmative duty of utmost good faith to act solely in the best interest of its clients.
DGHM and its employees are subject to the following specific fiduciary obligations when dealing with clients:
| the duty to have a reasonable, independent basis for the investment advice provided; |
| the duty to obtain best execution for a clients transactions where the Firm is in a position to direct brokerage transactions for the client; |
| the duty to ensure that investment advice is suitable to meeting the clients individual objectives, needs and circumstances; and |
| a duty to be loyal to clients. |
In meeting its fiduciary responsibilities to its clients, DGHM expects every employee to demonstrate the highest standards of ethical conduct for continued employment with DGHM. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with DGHM. DGHMs reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of Erika Donalds, the Chief Compliance Officer, for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, up to and including termination of employment with DGHM.
Page 3
The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of DGHM in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with Erika Donalds. Erika Donalds may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients shall not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.
Recognizing the importance of maintaining the Firms reputation and consistent with our fundamental principles of honesty, integrity and professionalism, the Firm requires that a supervised person advise the Chief Compliance Officer immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or legal proceeding of any kind. To the extent permissible by law and applicable regulations, DGHM shall endeavor to maintain such information on a confidential basis.
Erika Donalds shall periodically report to senior management and the Board of Directors of DGHM to document compliance with this Code.
Page 4
Standards of Business Conduct
DGHM places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our Firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct set forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (SEC).
Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all DGHMs supervised persons as defined herein. These procedures cover transactions in a reportable security in which a supervised person has a beneficial interest in or accounts over which the supervised person exercises control as well as transactions by members of the supervised persons immediate family and/or household.
Section 206 of the Advisers Act makes it unlawful for DGHM or its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules thereunder.
(Note: Although not required under Rule 204A-1, firms may deem it appropriate to extend these and other policies and procedures set forth below to its supervised persons.)
Page 5
Chief Compliance Officers Designee
In accordance with regulatory requirements, each access persons personal trades (including preclearance requests and post-trade monitoring) and associated reports may be reviewed by Erika Donalds and/or such other persons authorized by the CCO as the access persons designated reviewer.
The CCO has identified the following individuals as her designees:
| Dolores Casaletto |
| Bruce Geller |
| Jeffrey Baker |
Page 6
Access Persons
For purposes of complying with DGHMs Code of Ethics, generally all supervised persons of the Firm are regarded as access persons and are therefore subject to all applicable personal securities trading procedures and reporting obligations as set forth in this Code.
Please note that most compliance requirements as they relate to personal securities trading activities by access persons are expected to be completed through DGHMs interface with the Personal Securities Trading Module (PSTM), an automated pre-approval, monitoring and reporting system used by the Firm to oversee personal trading. All access persons have access to the PSTM.
Specific policies governing many personal trading-related practices are set forth in the Code, including (i) Holdings Report and Transaction Report Attestations; (ii) Custodial Account Reporting; (iii) Preclearance of Personal Trades; (iv) Participation in IPOs; (v) Short-Term Trading Profits; (vi) Personal Securities Trading Limitations; (vii) Margin Transactions; and (viii) Limit Orders, among others.
Page 7
Prohibition Against Insider Trading
Introduction
Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and DGHM to stringent penalties. Criminal sanctions may include the imposition of a monetary fine and/or imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order censuring, suspending or permanently barring you from the securities industry. Finally, supervised persons and DGHM may be sued by investors seeking to recover damages for insider trading violations.
The rules contained in this Code apply to securities trading and information handling by supervised persons of DGHM and their immediate family members.
The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify Erika Donalds immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.
General Policy
No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by DGHM), while in the possession of material, nonpublic information, nor may any personnel of DGHM communicate material, nonpublic information to others in violation of the law.
1. What is Material Information?
Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a companys securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to Erika Donalds.
Material information often relates to a companys results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Material information also may relate to the market for a companys securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading
Page 8
defendants who capitalized on prepublication information about The Wall Street Journals Heard on the Street column.
You should also be aware of the SECs position that the term material nonpublic information relates not only to issuers but also to DGHMs securities recommendations and client securities holdings and transactions.
2. What is Nonpublic Information?
Information is public when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through the Internet, a public filing with the SEC or some other government agency, the Dow Jones tape or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.
3. Identifying Inside Information
Before executing any trade for yourself or others, including investment funds or private accounts managed by DGHM (client accounts), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:
| Report the information and proposed trade immediately to Erika Donalds. |
| Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the Firm. |
| Do not communicate the information inside or outside the Firm, other than to Erika Donalds. |
| After Erika Donalds has reviewed the issue, the Firm shall determine whether the information is material and nonpublic and, if so, what action the Firm will take. |
You should consult with Erika Donalds before taking any action. This high degree of caution will protect you, our clients, and the Firm.
4. Contacts with Public Companies
Contacts with public companies may represent an important part of our research efforts. The Firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of DGHM or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a companys Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, DGHM must make a judgment as to its further conduct. To protect yourself, our clients and the Firm, you should contact Erika Donalds immediately if you believe that you may have received material, nonpublic information.
5. Tender Offers
Page 9
Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target companys securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and tipping while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised persons of DGHM and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.
6. Restricted/Watch Lists
Although DGHM does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.
Erika Donalds may place certain securities on a restricted list. Securities issued by companies about which a number of supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list.
Erika Donalds may place certain securities on a watch list. Securities issued by companies about which a limited number of supervised persons possess material, nonpublic information should generally be placed on the watch list.
Supervised persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling such securities during any period they are listed on a restricted list or a watch list.
Page 10
Service as an Officer or Director
No supervised person shall serve as an officer or on the board of directors of any publicly or privately traded company without prior authorization by Erika Donalds or a designated supervisory person based upon a determination that any such board service or officer position would be consistent with the interest of DGHMs clients. Where board service or an officer position is approved, DGHM shall implement a Chinese Wall or other appropriate procedure to isolate such person from making decisions relating to the companys securities.
Page 11
Personal Securities Trading Limitations
General Policy
DGHM has adopted the following principles governing personal investment activities by DGHMs supervised persons:
| the interests of client accounts shall at all times be placed first; |
| all personal securities transactions shall be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility; and |
| supervised persons must not take inappropriate advantage of their positions. |
As previously stated, DGHMs fiduciary duty to clients and the obligation of all Firm employees to uphold that fundamental duty, includes first and foremost the duty at all times to place the interests of clients first. As such, DGHM expects all employees to work diligently in meeting client expectations and fulfilling their job responsibilities.
The Code of Ethics rule mandates pre-approval of the following types of investments:
Although DGHMs policy does not impose strict limitations as to the number of transactions an access person is permitted to execute during a defined timeframe, the scope and volume of personal trading by access persons shall be periodically assessed. The Firm also recognizes that excessive trading may impede the ability of an individual to fulfill his or her primary obligation to our clients. In such circumstances DGHM retains the discretionary authority to impose limitations on the personal trading activities of the access person. Furthermore and as part of DGHMs oversight and monitoring of personal trading by access persons, the Firm may impose heightened supervision and or trading restrictions on an access person if it believes that such actions are warranted.
Any questions concerning this policy should be directed to Erika Donalds or the access persons designated reviewer.
Page 12
Personal Trading Compliance Procedures
1. Initial Holdings Report
Every supervised person shall, no later than ten (10) days after the person becomes a supervised person, file an initial holdings report containing the following information:
☐ | the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each reportable security in which the supervised person had any direct or indirect beneficial interest ownership when the individual becomes a supervised person; |
☐ | the account name and the name of any broker, dealer or bank, with whom the supervised person maintained an account in which any securities were held for the direct or indirect benefit of the supervised person; and |
☐ | the date that the report is submitted by the supervised person. |
The information submitted must be current as of a date no more than forty-five (45) days before the person became a supervised person.
2. Annual Holdings Report
Every supervised person shall, by Jan 31, 2016, file an annual holdings report containing the same information required in the initial holdings report as described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.
3. Quarterly Transaction Reports
Every supervised person must, no later than ten (10) days after the end of each calendar quarter, file a quarterly transaction report containing the following information:
With respect to any transaction during the quarter in a reportable security in which the supervised persons had any direct or indirect beneficial ownership:
☐ | the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares and the principal amount of each reportable security; |
☐ | the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
☐ | the price of the reportable security at which the transaction was effected; |
☐ | the name of the broker, dealer or bank with or through whom the transaction was effected; and |
☐ | the date the report is submitted by the supervised person. |
If, however, the access person has arranged for Erika Donalds or other designee to receive brokerage statement information through NRS ComplianceGuardian for all covered accounts, then the access person is only required to file a quarterly attestation.
4. Exempt Transactions
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A supervised person need not submit a report with respect to:
☐ | transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control (the access person may be required to submit a Personal Securities Reporting Exemption form or letter for each such account); |
☐ | transactions effected pursuant to an automatic investment plan, e.g., a dividend retirement plan; and |
☐ | a quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that DGHM holds in its records so long as the Firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. |
5. Monitoring and Review of Personal Securities Transactions
Erika Donalds, or such other individual(s) designated in this Code of Ethics, shall monitor and review all reports required under the Code for compliance with DGHMs policies regarding personal securities transactions and applicable SEC rules and regulations. Erika Donalds may also initiate inquiries of supervised persons regarding personal securities trading. Supervised persons are required to cooperate with such inquiries and any monitoring or review procedures employed by DGHM. Any transactions for any accounts of Erika Donalds shall be reviewed and approved by the Chief Compliance Officers designee. Erika Donalds shall at least annually identify all supervised persons who are required to file reports pursuant to the Code and shall inform such supervised persons of their reporting obligations.
6. Education
As appropriate, DGHM will provide employees with periodic training regarding the Firms Code of Ethics and related issues to remind employees of their obligations, and/or in response to amendments and regulatory changes.
7. General Sanction Guidelines
It should be emphasized that all required filings and reports under the Firms Code of Ethics shall be monitored by the CCO or such other individual(s) designated in the Code. The CCO shall receive and review report(s) of violations periodically. Violators may be subject to an initial written notification, while a repeat violator shall receive reprimands including administrative warnings, heightened supervision, suspension or limitations of personal trading privileges, demotions, suspensions, a monetary fine, or dismissal of the person involved.
These are guidelines only, allowing DGHM to apply any appropriate sanction depending upon the circumstances, up to and including dismissal.
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Custodial Account Reporting
All access persons are required to notify the Compliance Department prior to or at the time of establishing a new custodial account or the closing of an existing custodial account, providing the following details:
1. | Account Name |
2. | Name of Broker, Dealer or Bank |
3. | Date Established (or) |
4. | Date Closed |
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Preclearance
DGHM has instituted a policy whereby supervised persons are prohibited from purchasing any reportable securities for a covered account unless preclearance for each such transaction is granted by the CCO or other designee. Any questions whatsoever regarding this policy should be directed to either the CCO or other designee. A supervised person is permitted, without obtaining preclearance, to purchase or sell any exempt (non-reportable) security.
A supervised person may, directly or indirectly, dispose of beneficial ownership of such reportable securities only if such purchase or sale has been approved by the CCO or her designee and the approved transaction is completed within the Firms permissible trade window of 1 day. If, however, the trade is not executed within the trade window, the approval lapses and the request for the proposed transaction must be resubmitted.
Clearance for such transactions must be obtained by completing and signing the Preclearance Form provided for that purpose by Erika Donalds through NRS ComplianceGuardian. Erika Donalds or other designee monitors all transactions by all supervised persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of front-running.
Advance trade clearance in no way waives or absolves any supervised person of the obligation to abide by the provisions, principles and objectives of this Code.
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Blackout Periods
Supervised persons are required to adhere to DGHMs policy concerning restricted trading periods that may be in place from time to time. This policy may prohibit supervised persons from engaging in transactions in securities on DGHMs blackout list until the stated blackout period has elapsed.
The blackout period is seven (7) calendar days before and two (2) calendar days after any client trades in the security. For exchange-traded funds (ETFs), the blackout period is two (2) calendar days before and two (2) calendar days after.
No supervised person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial interest within the blackout period unless all of the transactions contemplated by the client in that security have been completed prior to such transaction. If a securities transaction is executed by a client within the blackout period after an access person executed a transaction in the same security, Erika Donalds or other designee shall review the supervised persons and the clients transactions to determine whether the supervised person did not meet his or her fiduciary duties to the client in violation of this Code.
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Participation in Unaffiliated Private Placements or Limited Offerings
No supervised person shall acquire beneficial ownership of any securities in an unaffiliated limited offering or private placement without the prior written approval of Erika Donalds and/or his or her designee who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the supervised persons activities on behalf of a client) and, if approved, shall be subject to continuous monitoring for possible future conflicts.
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Participation in IPOs
As previously set forth in the Firms Code, employees owe a fiduciary duty to our clients to conduct their affairs, including their personal securities transactions in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the Firm and (iii) any actual or potential conflicts of interest.
Initial public offerings (IPOs) of equity securities are frequently of limited size and availability. As such, these securities are often highly sought after and often trade at a premium on the secondary market.
Consistent with DGHMs overarching commitment to our clients and to prevent any potential misappropriation of an investment opportunity, no access person may purchase securities issued in an IPO.
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Pre-Approval Process for Affiliated Private Fund Investments
DGHM currently manages one or more private funds. Because DGHM encourages employees to personally invest in the same portfolios and securities that are held by our clients, access persons of the Firm are permitted to invest in such limited offerings.
An access person is required to complete the requisite subscription documents prior to any initial investment in the private fund. Acceptance and approval of the access persons subscription documents shall constitute the Firms requisite preclearance requirements.
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Rumor Mongering
Spreading false rumors to manipulate the market is illegal under U.S securities laws. Moreover, this type of activity is considered by regulators to be a highly detrimental form of market abuse damaging both investor confidence and companies constituting important components of the financial system. This form of market abuse is vigorously investigated and prosecuted. Although there may be legitimate reasons to discuss rumors under certain circumstances; for example, to attempt to explain observable fluctuations in the market or a particular issuers share price, the dissemination of false information in the market in order to capitalize on the effect of such dissemination for personal or client accounts is unethical and shall not be tolerated. Firms are required to take special care to ensure that personnel neither generate rumors nor pass on rumors to clients or other market participants in an irresponsible manner.
Even where a rumor turns out to be true, among other things, trading on unsubstantiated information also creates a risk that the Firm may trade on inside information which was leaked in violation of the law.
General Policy
It is DGHMs policy that unverified information be communicated responsibly, if at all, and in a manner which will not distort the market. No supervised person of DGHM shall originate a false or misleading rumor in any way, or pass-on an unsubstantiated rumor about a security or its issuer for the purpose of influencing the market price of the security.
Communications issued from DGHM should be professional at all times, avoiding sensational or exaggerated language. Factual statements which could reasonably be expected to impact the market should be carefully verified, if possible, before being issued in accordance with the procedures set forth below. Verification efforts should be documented in writing and maintained in the Firms records.
These guidelines apply equally to written communications, including those issued via Bloomberg, instant messaging, email, chat rooms or included in published research notes, articles or newsletters, as well as to verbal communications. Statements which can reasonably be expected to impact the market include those purporting to contain factual, material or non-public information or information of a price-sensitive nature. The facts and circumstances surrounding the statement will dictate the likelihood of market impact.
For example, times of nervous or volatile markets increase both the opportunity for and the impact of rumors. If a supervised person is uncertain of the likely market impact of the dissemination of particular information, he/she should consult the Chief Compliance Officer or a member of senior management.
What Is a Rumor? In the context of this policy, rumor means either a false or misleading statement which has been deliberately fabricated or a statement or other information purporting to be factual but which is unsubstantiated. A statement is not a rumor if it is clearly an expression of opinion, such as an analysts view of a companys prospects. Rumors often originate from but are not limited to the Internet.
When Is a Rumor Unsubstantiated? In the context of this policy, a rumor is unsubstantiated when it is:
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☐ | not published by widely circulated public media, or |
☐ | the source is not identified in writing, and |
☐ | there has been no action or statement by a regulator, court or legal authority lending credence to the rumor, or |
☐ | there has been no acknowledgement or comment on the rumor from an official spokesperson or senior management of the issuer. |
When May a Rumor Be Communicated? Rumors may be discussed legitimately within the confines of the Firm, for example, within an Investment Committee Meeting, when appropriate, for example, to explain or speculate regarding observable market behavior.
A rumor may also be communicated externally, that is, with clients or other market participants such as a broker or other counterparty, only:
☐ | as set forth in these procedures, |
☐ | when a legitimate business purpose exists for discussing the rumor. |
Legitimate Business Purposes for Communicating a Rumor Externally : Legitimate business purposes for discussing rumors outside of the confines of the Firm include:
☐ | when a client is seeking an explanation for erratic share price movement or trading conditions of a security which could be explained by the rumor, or |
☐ | discussions among market participants seeking to explain market or trading conditions or ones views regarding the validity of a rumor. |
Form in Which Rumor Can Be Communicated Externally : Where a legitimate business purpose exists for discussing a rumor externally, care should be taken to ensure that the rumor is communicated in a manner that:
☐ | provides the origin of the information (where possible); |
☐ | gives it no additional credibility or embellishment; |
☐ | makes clear that the information is a rumor; and |
☐ | makes clear that the information has not been verified. |
Trading : Where a decision to place a trade in a client account is based principally on a rumor, the portfolio manager or trader must obtain the prior approval of a member of senior management.
Reporting and Monitoring : In order to ensure compliance with this policy, DGHM may seek to uncover the creation and/or dissemination of false or misleading rumors by supervised persons for the purpose of influencing the market price of the security through targeted monitoring of communications and/or trading activities. For example, the Chief Compliance Officer may proactively select and review random emails or conduct targeted word searches of emails, or Bloomberg/instant messages. She may also flag trading pattern anomalies or unusual price fluctuations and retrospectively review emails, phone calls, Bloomberg/instant messages, etc., where highly unusual and apparently fortuitous profit or loss avoidance is uncovered.
A supervised person is required to report to the Chief Compliance Officer or a member of senior
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management when he or she has just cause to suspect that another supervised person of DGHM has deliberately fabricated and disseminated a false or misleading rumor or otherwise communicated an unsubstantiated rumor about a security or its issuer for the purpose of influencing the market price of the security.
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Gifts and Entertainment
Giving, receiving or soliciting gifts or entertainment in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. DGHM has adopted the policies set forth below to guide supervised persons in this area.
General Policy
DGHMs policy with respect to gifts and entertainment is as follows:
☐ | giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest; |
☐ | no supervised person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does, or seeks to do, business with or on behalf of DGHM; |
☐ | supervised persons should not accept or provide any gifts, entertainment or favors that might influence the decisions you or the recipient must make in business transactions involving DGHM, or that others might reasonably believe would influence those decisions; |
☐ | modest gifts, entertainment and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible; and |
☐ | where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts or entertainment of even nominal value, the law or rule must be followed. |
Reporting Requirements
☐ | Any supervised person who accepts, directly or indirectly, anything of value from any person or entity that does business with or on behalf of DGHM, including gifts, entertainment or gratuities with a value in excess of 250 US Dollars per year* must obtain consent from Erika Donalds or alternate designee before accepting such gift or entertainment. |
☐ | DGHMs policy prohibits a supervised person seeking to provide or offer any gift to existing clients, prospective clients, or any person or entity that does business with or on behalf of DGHM without obtaining pre-approval from Erika Donalds or alternate designee. |
☐ | These pre-approval and reporting requirements do not apply to bona fide dining or bona fide entertainment if, during such dining or entertainment, you are accompanied by the person or representative of the entity that does business with DGHM. |
☐ | The gift reporting requirements are for the purpose of helping DGHM monitor the activities of its employees. However, the reporting of a gift does not relieve any supervised person from the obligations and policies set forth in this Section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift or entertainment, please consult Erika Donalds. |
*According to the DOLs Enforcement Manual, gifts and entertainment from one individual or entity that have an aggregate annual value of less than $250 ( and that do not violate any plan policy or provision ) are considered insubstantial and are generally not treated as violations of Section 406(b)(3). Advisers are required to report gifts to certain Taft-Hartley plan trustees to the DOL (e.g., payments of $250 or more per year per person must be reported on Form LM-10).
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Political Contributions
In July 2010, the SEC adopted the Pay-to-Play Rule which imposes restrictions on political contributions made by investment advisers that seek to manage assets of state and local governments. The rule is intended to prevent undue influence through political contributions and places limits on the amounts of campaign contributions that the investment adviser and/or certain of its employees (covered associates) can give to state and local officials or candidates that have the ability to award advisory contracts to the Firm.
The following summarizes DGHMs Political Contributions policies which are contained in their entirety in the Firms Policies and Procedures Manual. Accordingly, the following terms apply to these policies:
Contribution is defined as any gift, subscription, loan, advance, or deposit of money, or anything of value made for (i) the purpose of influencing any election for federal, state, or local office; (ii) the payment of debt incurred in connection with any such election; or (iii) transition or inaugural expenses incurred by a successful candidate for state or local office.
Covered associate means (i) any general partner, managing member, executive officer of the Firm, or other individual with a similar status or function; (ii) any employee who solicits a government entity for the adviser and any person who supervises, directly or indirectly, such employee; and (iii) any political action committee (PAC) controlled by the adviser or by any of its covered associates.
The rule contains three major prohibitions: (1) if the adviser or a covered associate makes a contribution to an official of a government entity who is in a position to influence the award of the government entitys business, the adviser is prohibited from receiving compensation for providing advisory services to that government entity for two years thereafter (otherwise known as a timeout period); (2) an adviser and its covered associates are prohibited from engaging in a broad range of fundraising activities for Government Officials or political parties in the localities where the adviser is providing to or seeking business from a Government Client; and (3) limits the ability of an adviser and its covered associates to compensate a third party (such as a placement agent) to solicit advisory business or an investment from a government entity client unless the third party is a registered broker-dealer, registered municipal adviser or registered investment adviser.
Importantly, the Rule specifically includes a blanket prohibition that restricts the adviser and its covered associates from doing anything indirectly which, if done directly would violate the Rule. This reflects the SECs concern about indirect payments and puts advisers on notice about the heightened regulatory focus that such practices will receive.
The Rule includes a de minimis exception applicable to the two-year timeout, that allows an advisers covered associate that is a natural person to contribute: (i) up to $350 to a candidate or an official per election (with primary and general elections counting separately) if the covered associate was entitled to vote for the candidate or official at the time of the contribution; and (ii) up to $150 to a candidate or an official per election (with primary and general elections counting separately) if the covered associate was not entitled to vote for the candidate or official at the time of the contribution.
General Policy
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It is DGHMs policy to permit the Firm, and its covered associates, to make political contributions to elected officials, candidates and others, consistent with this policy and regulatory requirements.
DGHM recognizes that it is never appropriate to make or solicit political contributions, or provide gifts or entertainment for the purpose of improperly influencing the actions of public officials. Accordingly, the Firms policy is to restrict certain political contributions made to government officials and candidates of state and state political subdivisions who can influence or have the authority for hiring an investment adviser. Furthermore, DGHMs supervised persons are prohibited from soliciting political contributions from vendors or service providers.
Political Contributions to Candidates and Organizations Recommended by Clients . Making a political contribution to a candidate recommended by a client, particularly if the candidate can be influential in seeing that DGHM obtains or maintains its business with the client, can create a potential conflict of interest and may violate Pay-to-Play principles. DGHM will not make any political contribution to candidates or organizations recommended by clients. Organizing individual employee contributions for purposes of contributing to a candidate recommended by a client is also prohibited.
Because violations of the Rule can potentially result in substantial legal and monetary sanctions for the Firm and/or its related persons, DGHMs practice is to restrict and monitor any political contributions to government officials over the de minimis amounts.
☐ | Erika Donalds, or other designee, shall determine who is deemed to be a covered associate of the Firm, each such person shall be promptly informed of his or her status as a covered associate; |
☐ | Erika Donalds, or other designee, shall obtain appropriate information from new employees (or employees promoted or otherwise transferred into positions) deemed to be covered associates, regarding any political contributions made within the preceding two years (from the date s/he becomes a covered associate); such review may include an online search of the individuals contribution history as part of the Firms general background check; and |
☐ | at least annually, Erika Donalds, or other designee, will require covered associates to confirm that such person(s) have reported any and all political contributions. |
Reporting of Political Contributions by Covered Associates
No covered associate shall make a political contribution exceeding the de minimis exception without filing a Political Contribution Report.
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Covered Associates
For purposes of complying with DGHMs Political Contributions policies and procedures, generally all supervised persons of the Firm are regarded as covered associates (as that term is defined in the preceding section) and are therefore subject to all applicable procedures and reporting obligations as set forth in this Code.
In addition, and solely for the purpose of complying with DGHMs Political Contributions reporting and preclearance requirements, a covered associates spouse is also considered to be a covered associate of the Firm.
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Fair Dealing
It is DGHMs policy to compete aggressively in each business in which it is engaged, but to compete ethically, fairly, and honestly. DGHM seeks to succeed through superior performance, service, diligence, effort, and knowledge, not through unfair advantage. To this end, DGHM is committed to dealing fairly with its clients, customers, vendors, competitors, and employees. No supervised person may take unfair advantage of any other person or business through any unfair business practice, including through improper coercion, manipulation, concealment, abuse of privileged information, or misrepresentation of material fact.
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Protecting the Confidentiality of Client Information
Confidential Client Information
In the course of investment advisory activities of DGHM, the Firm gains access to nonpublic information about its clients. Such information may include a persons status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by DGHM to clients, and data or analyses derived from such non-public personal information (collectively referred to as Confidential Client Information). All Confidential Client Information, whether relating to DGHMs current or former clients, is subject to the Codes policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.
Non-Disclosure Of Confidential Client Information
All information regarding DGHMs clients is confidential. Information may only be disclosed when the disclosure is consistent with the Firms policy and the clients direction. DGHM does not share Confidential Client Information with any third parties, except in the following circumstances:
☐ | as necessary to provide service(s) that the client requested or authorized, or to maintain and service the clients account. DGHM shall require that any financial intermediary, agent or other service provider utilized by DGHM (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by DGHM only for the performance of the specific service requested by DGHM; |
☐ | as required by regulatory authorities or law enforcement officials who have jurisdiction over DGHM, or as otherwise required by any applicable law. In the event DGHM is compelled to disclose Confidential Client Information, the Firm shall provide prompt notice to the clients affected, so that the clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, DGHM shall disclose only such information, and only in such detail, as is legally required; and |
☐ | to the extent reasonably necessary to prevent fraud, unauthorized transactions or liability. |
Employee Responsibilities
All supervised persons are prohibited, either during or after the termination of their employment with DGHM, from disclosing Confidential Client Information to any person or entity outside the Firm, including family members, except under the circumstances described above. A supervised person is permitted to disclose Confidential Client Information only to such other supervised persons who need to have access to such information to deliver the DGHMs services to the client.
Supervised persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with DGHM, must return all such documents to DGHM.
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Any supervised person who violates the non-disclosure policy described above shall be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.
Security Of Confidential Personal Information
DGHM enforces the following policies and procedures to protect the security of Confidential Client Information:
☐ | the Firm restricts access to Confidential Client Information to those supervised persons who need to know such information to provide DGHMs services to clients; |
☐ | any supervised person who is authorized to have access to Confidential Client Information in connection with the performance of such persons duties and responsibilities is required to keep such information secure from unauthorized access; |
☐ | all electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons; and |
☐ | any conversations involving Confidential Client Information, if appropriate at all, must be conducted by supervised persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations. |
Privacy Policy
As a registered investment adviser, DGHM and all supervised persons, must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the nonpublic personal information of natural person clients. Nonpublic information, under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing products or services. Pursuant to Regulation S-P DGHM has adopted policies and procedures to safeguard the information of natural person clients.
Furthermore and pursuant to the SECs adoption of Regulation S-ID: Identity Theft Red Flag Rules, all financial institutions and creditors (as those terms are defined under the Fair Credit Reporting Act (FCRA)) must develop and implement a written identity theft prevention program designed to detect, prevent, and mitigate identity theft in connection with certain existing accounts or the opening of new accounts (covered accounts). DGHM has conducted an initial assessment of its obligations under Regulation S-ID and to the extent such rules are applicable, has incorporated appropriate policies and procedures in compliance with the Red Flags regulations.
Enforcement and Review of Confidentiality and Privacy Policies
Erika Donalds is responsible for reviewing, maintaining and enforcing DGHMs confidentiality and privacy policies and is also responsible for conducting appropriate employee training to ensure adherence to these policies. Any exception to this policy requires the written approval of Erika Donalds.
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Social Media
Social media and/or methods of publishing opinions or commentary electronically are dynamic methods of mass communication. Social media is an umbrella term that encompasses various activities that integrate technology, social interaction and content creation. Social media may use many technologies, including, but not limited to, blogs, microblogs, wikis, photos and video sharing, podcasts, social networking, and virtual worlds. The terms social media, social media sites, sites, and social networking sites are used interchangeably herein.
The proliferation of such electronic means of communication presents new and ever changing regulatory risks for our Firm. As a registered investment adviser, use of social media by our Firm and/or related persons of the Firm must comply with applicable provisions of the federal securities laws, including, but not limited to the anti-fraud, compliance and record keeping provisions.
For example, business or client related comments or posts made through social media may breach applicable privacy laws or be considered advertising under applicable regulations triggering content restrictions and special disclosure and recordkeeping requirements. Employees should be aware that the use of social media for personal purposes may also have implications for our Firm, particularly where the employee is identified as an officer, employee or representative of the Firm. Accordingly, DGHM seeks to adopt reasonable policies and procedures to safeguard the Firm and our clients.
General Policy
Approved Participation. Employees are required to obtain approval prior to establishing a social networking account and/or participating on a pre-existing social media site for business purposes.
Employee Usage Guidelines, Content Standards and Monitoring
☐ | Unless otherwise prohibited by federal or state laws, DGHM will request or require employees provide Erika Donalds or other designated person with access to such approved social networking accounts. |
☐ | We maintain a database containing approved communications that may be used on social networking sites. |
☐ | Static content posted on social networking sites must be preapproved by Erika Donalds or other designee. |
☐ | Employees are prohibited from: |
o | posting any misleading statements; any information about our Firms clients, investment recommendations (including past specific recommendations), investment strategies, products and/or services offered by our Firm; or trading activities; |
o | soliciting comments or postings regarding DGHM that could be construed as testimonials; |
o | soliciting client recommendations on LinkedIn; employees are prohibited from publicly posting a clients recommendation to their LinkedIn profile; and |
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o | employees cannot link from a personal blog or social networking site to DGHMs internal or external website. |
Use of Personal Sites
DGHM prohibits employees from creating or maintaining any individual blogs or network pages on behalf of the Firm.
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Fraternization
Fraternization occurs when two employees are involved in an intimate or dating relationship.
DGHM respects the privacy of its employees. However, as a result of the public profile of the Firm and the concern that fraternization among employees could result in allegations of sexual harassment, it is DGHMs policy to discourage fraternization between employees and their supervisors and co-workers.
DGHM further believes that, due to its small number of employees, fraternization could lead to allegations of favoritism, adversely affect the morale and professionalism of the work environment, and otherwise disrupt the workplace.
Employees who become involved in an intimate relationship must notify the Management Committee, and one of the employees must then tender a written resignation. The employees involved in the relationship should determine who will tender his or her resignation. The Management Committee may then, at its discretion, determine whether or not to accept the resignation. Failure to report such a relationship to the Management Committee is grounds for termination for cause.
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Whistleblower Policy
As articulated in this Codes Statement of General Policy and Standards of Business Conduct, central to our Firms compliance culture is an ingrained commitment to fiduciary principles. The policies and procedures set forth here and in our Policies and Procedures Manual, and their consistent implementation by all supervised persons of DGHM evidence the Firms unwavering intent to place the interests of clients ahead of self-interest for DGHM, our management and staff.
Every employee has a responsibility for knowing and following the Firms policies and procedures. Every person in a supervisory role is also responsible for those individuals under his/her supervision. The Firms principal or a similarly designated officer, has overall supervisory responsibility.
Recognizing our shared commitment to our clients, all employees are required to conduct themselves with the utmost loyalty and integrity in their dealings with our clients, customers, stakeholders and one another. Improper conduct on the part of any employee puts the Firm and company personnel at risk. Therefore, while managers and senior management ultimately have supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to report their concerns about potentially illegal conduct as well as violations of our companys policies.
Reporting Potential Misconduct
To ensure consistent implementation of such practices, it is imperative that supervised persons have the opportunity to report any concerns or suspicions of improper activity at the Firm (whether by a supervised person or other party) confidentially and without retaliation.
DGHMs Whistleblower Policy covers the treatment of all concerns relating to suspected illegal activity or potential misconduct.
Supervised persons may report potential misconduct by submitting a Report a Violation form available on the main web portal of NRS ComplianceGuardian. By default, the report shall be submitted anonymously unless the individual unchecks the box that indicates the sender wishes to remain anonymous. Reports of violations or suspected violations must be reported to Erika Donalds or, provided the CCO also receives such reports, to other designated members of senior management. Supervised persons may report suspected improper activity by the CCO to the Firms other senior management.
Supervised persons also may report securities law violations to the Securities and Exchange Commission Office of the Whistleblower.
Responsibility of the Whistleblower
A person must be acting in good faith in reporting a complaint or concern under this policy and must have reasonable grounds for believing a deliberate misrepresentation has been made regarding accounting or audit matters or a breach of the Firms Policies and Procedures Manual or Code of Ethics. A malicious allegation known to be false is considered a serious offense and shall be subject to disciplinary action that may include termination of employment.
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Handling of Reported Improper Activity
The Firm shall take seriously any report regarding a potential violation of Firm policy or other improper or illegal activity, and recognizes the importance of keeping the identity of the reporting person from being widely known. Supervised persons are to be assured that the Firm will appropriately manage all such reported concerns or suspicions of improper activity in a timely and professional manner, confidentially and without retaliation.
In order to protect the confidentiality of the individual submitting such a report and to enable DGHM to conduct a comprehensive investigation of reported misconduct, supervised persons should understand that those individuals responsible for conducting any investigation are generally precluded from communicating information pertaining to the scope and/or status of such reviews.
No Retaliation Policy
It is the Firms policy that no supervised person who submits a complaint made in good faith will experience retaliation, harassment, or unfavorable or adverse employment consequences. A supervised person who retaliates against a person reporting a complaint will be subject to disciplinary action, which may include termination of employment. A supervised person who believes she or he has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the CCO or to the Firms other senior management in the event the concern pertains to the CCO.
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Reporting Violations and Sanctions
All supervised persons shall promptly report to Erika Donalds or, provided the CCO also receives such reports, to an alternate designee all apparent or potential violations of the Code. Any retaliation for the reporting of a violation under this Code shall constitute a violation of the Code.
Erika Donalds shall promptly report to the Management Committee and Board of Directors all apparent material violations of the Code. When Erika Donalds finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, she may, in her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to the Management Committee and Board of Directors.
Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employees employment with the Firm.
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Records
Erika Donalds shall maintain and cause to be maintained in a readily accessible place the following records:
☐ | a copy of any Code of Ethics adopted by the Firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years; |
☐ | a record of any violation of DGHMs Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred; |
☐ | a record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, a supervised person which shall be retained for five years after the individual ceases to be a supervised person of DGHM; |
☐ | a copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports; |
☐ | a list of all persons who are, or within the preceding five years have been, access persons; and |
☐ | a record of any decision and reasons supporting such decision to approve an access persons acquisition of securities or limited offerings within the past five years after the end of the fiscal year in which such approval is granted. |
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Acknowledgement
Initial Acknowledgement
All supervised persons shall be provided with a copy of the Code and must initially acknowledge in writing to Erika Donalds that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; and (iii) agree to abide by the Code.
Additionally, a newly designated access person is required to provide an initial holdings report containing all information as required by the Code, which includes applicable attestations as to the completeness and accuracy of such report.
Acknowledgement of Amendments
All supervised persons shall receive any amendments to the Code and must acknowledge to Erika Donalds in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.
Annual Acknowledgement
All supervised persons must annually acknowledge in writing to Erika Donalds that they have: (i) read and understood all provisions of the Code and (ii) complied with all applicable requirements of the Code.
Additionally, all access persons must annually provide a holdings report containing all information as required by the Code, which includes applicable attestations as to the completeness and accuracy of such report.
Further Information
Supervised persons should contact Erika Donalds regarding any inquiries pertaining to the Code or the policies established herein.
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Definitions
For the purposes of this Code, the following definitions shall apply:
☐ | 1933 Act means the Securities Act of 1933, as amended. |
☐ | 1934 Act means the Securities Exchange Act of 1934, as amended. |
☐ | Access person means any supervised person of the Firm who: has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable fund the Firm or its control affiliates manage or has access to such recommendations; or is involved in making securities recommendations to clients that are nonpublic. Due to the manner in which the Firm conducts its business, every employee should assume that he or she is subject to the code unless the Chief Compliance Officer specifies otherwise. |
☐ | Account or covered account means accounts of any supervised person of the Firm deemed to be an access person and includes accounts of such access persons immediate family (e.g., a spouse or domestic partner, the spouses or domestic partners children residing in the same household, or to whom the access person, spouse or domestic partner contributes substantial support), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the access person has a beneficial interest, exercises investment discretion, controls, or could reasonably be expected to be able to exercise influence or control. |
☐ | Advisers Act means the Investment Advisers Act of 1940, as amended. |
☐ | Advisory persons means employees and certain control persons (and their employees) who make; participate in, or obtain information regarding fund securities transactions or whose functions relate to the making of recommendations with respect to fund transactions. |
☐ | Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. |
☐ | Beneficial interest shall be interpreted in the same manner as it would be under Rule 16a- 1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has a beneficial interest in a security for purposes of Section 16 of such Act and the rules and regulations thereunder. |
☐ | Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a- 1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder. |
☐ | Blackout period represents a time frame during which access persons are prohibited from trading in securities in which client transactions in the same security are being considered or traded. |
☐ | Chief Compliance Officer (CCO) refers to DGHMs Chief Compliance Officer, Erika Donalds. |
☐ | Confidential Client Information refers to nonpublic information about the Firms clients. Such information may include a persons status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by DGHM to clients, and data or analyses derived from such non-public personal information. |
Page 39
☐ | Contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for (i) the purpose of influencing any election for federal, state or local office; (ii) payment of debt incurred in connection with any such election; or (iii) transition or inaugural expenses of the successful candidate for state or local office. (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
Note: A contribution by a limited partner or a limited partnership adviser, a non-managing member of a limited liability company adviser or a shareholder of a corporate adviser is not covered unless such person is also an executive officer or solicitor (or supervisor thereof), or the contribution is an indirect contribution by the adviser, executive officer, solicitor or supervisor.
☐ | Control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. |
☐ | Covered associate means (i) any general partner, managing member or executive officer, or other individual with a similar status or function; (ii) any employee who solicits a government entity for the adviser and person who supervises, directly or indirectly, such employee; and (iii) any political action committee (PAC) controlled by the adviser or by any such persons described in clauses (i) or (ii). (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
☐ | Covered investment pool means (i) an investment company registered under the Investment Company Act of 1940 (e.g., mutual fund) that is an investment option of a plan or program of a government entity; or (ii) any company that is exempt from registering under the Investment Company Act because it either (a) has less than 100 shareholders (3(c)(1) funds); (b) has only qualified purchasers (3(c)(7) funds); or (c) is a collective investment fund maintained by a bank (3(c)(11) funds). (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
☐ | Front running can occur when an individual purchases at a lower price or sells at a higher price before (i) execution of a significant securities transaction by some purchaser or seller in a size sufficient to move the market or (ii) issuance or change in an investment advisers securities recommendation to purchase or sell a security while in possession of material nonpublic information. |
☐ | Government entity means any state or political subdivision of a state, including (i) any agency, authority, or instrumentality of the state or political subdivision; (ii) any pool of assets sponsored or established by any of the foregoing (including, but not limited to a defined benefit plan and a state general fund); (iii) any participant-directed investment program or plan sponsored or established by any of the foregoing; and (iv) officers, agents, or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity. (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
☐ | Initial public offering (IPO) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934. |
☐ | Inside information means non-public information (i.e., information that is not available to investors generally) that there is a substantial likelihood that a reasonable investor would consider to be important in deciding whether to buy, sell or retain a security or would view it as having significantly altered the total mix of information available. |
☐ |
Insider is broadly defined as it applies to DGHMs Insider Trading policy and procedures. It includes our Firms officers, directors and employees. In addition, a person can be a temporary insider if he or she enters into a special confidential relationship in the conduct of the companys affairs and, as a result, is given access to information solely for DGHMs purposes. A temporary insider can include, among others, DGHMs attorneys, accountants, consultants, and |
Page 40
the employees of such organizations. Furthermore, DGHM may become a temporary insider of a client it advises or for which it performs other services. If a client expects DGHM to keep the disclosed non-public information confidential and the relationship implies such a duty, then DGHM will be considered an insider.
☐ | Insider trading is generally understood to refer to the effecting of securities transactions while in possession of material, non-public information (regardless of whether one is an insider) or to the communication of material, non-public information to others. |
☐ | Investment person means a supervised person of DGHM who, in connection with his or her regular functions or duties, makes recommendations regarding the purchase or sale of securities for client accounts (e.g., portfolio manager) or provides information or advice to portfolio managers, or who help execute and/or implement the portfolio managers decision (e.g., securities analysts, traders, and portfolio assistants); and any natural person who controls DGHM and who obtains information concerning recommendations made regarding the purchase or sale of securities for client accounts. |
☐ | Investment-related means activities that pertain to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with an investment adviser, broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, futures sponsor, bank, or savings association). |
☐ | Limited offering means an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(5) or pursuant to Rule 504, 505, or Rule 506 under the Securities Act of 1933. |
☐ | Management Committee means the following DGHM professionals: Timothy Dalton, Chairman; Bruce Geller, Chief Executive Officer; Jeffrey Baker, Chief Investment Officer; and Erika Donalds, Chief Financial Officer and Chief Compliance Officer. |
☐ | Official means any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate or successful candidate for elective office of a government entity, if the office (i) is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity; or (ii) has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity. (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
☐ | Plan or program of a government entity means any participant-directed investment program or plan sponsored or established by a state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to, a qualified tuition plan authorized by Section 529 of the Internal Revenue Code (26 U.S.C. 529), a retirement plan authorized by Section 403(b) or 457 of the Internal Revenue Code (26 U.S.C. 403(b) or 457), or any similar program or plan. (See SEC Rule 206(4)-5; Political Contributions by Certain Investment Advisers.) |
☐ | Private fund means an issuer that would be an investment company as defined in Section 3 of the Investment Company Act of 1940 but for Section 3(c)(1) or 3(c)(7) of that Act. |
☐ | Registered fund means an investment company registered under the Investment Company Act. |
☐ | Reportable fund means any registered investment company, i.e., mutual fund, for which our Firm, or a control affiliate, acts as investment adviser or sub-adviser, as defined in Section 2(a) (20) of the Investment Company Act, or principal underwriter. |
☐ |
Reportable security means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) transactions and holdings in direct obligations of the Government of the United States; (ii) bankers acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase |
Page 41
agreements; (iii) shares issued by money market funds; (iv) transactions and holdings in shares of other types of open-end registered mutual funds, unless DGHM or a control affiliate acts as the investment adviser or principal underwriter for the fund; (v) transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless DGHM or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (vi) 529 Plans, unless DGHM or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments (including a fund that is defined as a reportable fund under Rule 204A-1) and strategies underlying the 529 Plan that is a college savings plan. |
☐ | Restricted list typically represents a list of issuers about which an adviser has inside information, and results in prohibitions on effecting either client or personal trades in such securities. |
☐ | Supervised person means any directors, officers and partners of DGHM (or other persons occupying a similar status or performing similar functions); employees of DGHM; and any other person who provides advice on behalf of DGHM and is subject to DGHMs supervision and control. |
☐ | Sector Specialist means a supervised person who is principally responsible for investment decisions with respect to any of DGHMs clients. |
☐ | Tipping means communication of material nonpublic information to others. |
☐ | Watch list typically represents a list of issuers currently being evaluated as potential investment opportunities. Advisers may restrict trading in such securities by one or more of the Firms securities analysts or may more broadly apply the restriction to some or all access persons. |
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Addenda
Annual Employee Questionnaire without Anti-Corruption
Initial and Annual Holdings Report
Pre-Clearance Approval Form
PST Account Reporting Exemption Request Form
PST Account Reporting Exemption Verification
Quarterly Report of Personal Securities Trans
Page 43
EAM Investors LLC
EAM Global Investors LLC
Code of Ethics
Effective August 1, 2017
1
Pursuant to Rule 204A-1 of the Investment Advisers Act of 1940 (the Advisers Act), an investment adviser is required to establish, maintain and enforce a written code of ethics that must set forth standards of conduct expected of advisory personnel and address conflicts that arise from personal trading by advisory personnel.
Scope of Policy
EAM has adopted the following Code of Ethics and Standard of Business Conduct (the Code). EAM will provide to Supervised Persons a copy of the Code and any amendments to the Code. Supervised Persons of EAM will be required to acknowledge, in writing, receipt of a copy of the Code and any amendments thereto. EAM will additionally comply with the provisions of any Code of Ethics adopted by Funds for which EAM acts as adviser or sub-adviser.
The CCO is responsible for the implementation and monitoring of EAMs Code of Ethics (including associated practices, disclosures and recordkeeping) as well as compliance with the Codes of Ethics of any Reportable Fund.
The CCO may delegate responsibility for the performance of these activities (provided that it maintains records evidencing individual delegates) but oversight and ultimate responsibility remain with the CCO.
Who is Covered by the Code
This Code applies to all employees, officers and partners of EAM or other persons (hereinafter Supervised Persons) as determined by its Chief Compliance Officer (CCO). It is the responsibility of each Supervised Person to immediately report to the CCO, any known or suspected violations of this Code, the Compliance Manual and the policies and procedures contained therein, or of any other activity of any Supervised Person or consultant that could constitute a violation of law. If you are aware of any activity in this regard, contact the CCO immediately. Failure to report a potential violation could result in disciplinary action against the non-reporting Covered Person. EAM will ensure that Supervised Persons are not subject to retaliation in their employment as a result of reporting a known or suspected violation.
Other General
The CCO has the authority to grant written waivers of the provisions of this Code in appropriate instances. However, (i) it is expected that waivers will be granted only in rare instances and, (ii) some provisions of the Code are prescribed by SEC rules and cannot be waived. These provisions include, but are not limited to, the requirements that Access Persons file reports and obtain pre-approval of investments in IPOs and Limited Offerings.
The CCO will review the terms and provisions of this Code at least annually and make amendments as necessary. Any amendments to this Code will be provided to you.
Code of Business Conduct
In reflection of the Code, EAM adopts the following standards of business conduct.
Acting as a Fiduciary
EAM is an investment adviser and as such is a fiduciary that owes its clients a duty of undivided loyalty. Supervised persons of EAM will:
● | Act for the benefit of their clients, and place their clients interests before their own; |
● | Exercise independence in making investment decisions for clients; |
● | Conduct personal securities transactions in a manner that is consistent with the Code and act to avoid actual or potential conflicts of interest or abuse of their position of trust and responsibility; |
● | Safeguard and keep confidential nonpublic personal information of clients; and |
● | Comply with applicable federal securities laws. |
Compliance with Securities Laws & Rules
Supervised Persons will comply with all applicable federal securities laws. Furthermore, Supervised Persons will not engage in any professional conduct involving unlawful acts, dishonesty, fraud, deceit, or misrepresentation.
Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (Investment Company Act), the Investment Advisers Act of 1940 (Advisers Act), Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the Commission) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
Conflicts of Interest
Supervised Persons will make best efforts in identifying actual and potential conflicts of interest. Supervised Persons will seek to avoid conducting personal or private business that conflicts with, or gives the appearance of conflicting with, the interests of the firm or its clients. Where potential conflicts cannot be eliminated, Supervised Persons will fully disclose those to EAM, and EAM will fully disclose material facts concerning that conflict to the client(s). EAM considers a conflict of interest to be any situation in which the Supervised Persons own interests could interfere with the Supervised Persons responsibilities as a representative of EAM. Supervised Persons must disclose the conflict to the CCO and recuse themselves from the decision making process with respect to the transaction in question and from influencing or appearing to influence the relationship between Adviser or any of its clients and the customer involved. Supervised Persons may not use non-public knowledge of a pending or currently considered securities transaction for a client to profit personally, directly or indirectly, as a result.
Outside Business Activities
Supervised Persons have a duty of loyalty to the firm and his or her efforts should be devoted to the firms business. EAM encourages Supervised Persons participation in outside business activities that enhance the professionalism of its Supervised Persons and the reputation of the firm, and that are civic, charitable, and professional in nature. Simultaneously, EAM recognizes that outside business activities may raise conflicts of interest. Supervised Persons must disclose,
at the time they become a Supervised Person of EAM and upon any change thereafter, all outside business activities. Supervised Persons may not engage in any outside business without first receiving prior approval for the activity from the CCO. This pre-approval must be sought in writing with a clear description of the activities to be performed and any compensation to be received. The MyComlianceOffice system provides for an online pre-approval form for the Supervised Person to complete for each activity. Decisions by the CCO will be documented within the system.
Outside business activities requiring disclosure include, but are not limited to:
● | Being employed by or compensated by any other entity; |
● | Being active in any other business, including part-time, evening, or weekend employment; |
● | Being active in any civic or charitable organization; |
● | Serving as an officer, director or partner in any other entity; |
● | Owning an interest in any non-publicly traded company or other private, non-real property investment; or |
● | Acting as a trustee for client accounts. |
Supervised Persons will also comply with the requirements regarding disclosure of conflicts of interest imposed by law and by rules or organizations governing their activities and will comply with any prohibitions on their activities if conflicts of interest exist.
Maintenance of Independence and Objectivity
Supervised Persons will use particular care and good judgment to achieve and maintain independence and objectivity in the performance of their roles and responsibilities. Supervised Persons will avoid giving or receiving any gift, donation, benefit, service or other favor that might affect, or be seen to potentially affect, the performance of their roles and responsibilities, or which might compromise the credibility of EAM.
Political Contributions, Gifts and Entertainment
EAM recognizes the potential conflicts of interest when the firm and/or its Supervised Persons make political contributions or give and/or receive gifts (for the purpose of this Code gifts include but are not limited to any type of merchandise, prizes, travel expenses, meals and certain types of entertainment) or other items of value to/from any person or entity that does business with or on behalf of EAM. Therefore, EAM has adopted the following policies and procedures regarding political contributions and giving and/or receiving gifts:
Political Contributions
Covered Associates are prohibited from making any direct or indirect (e.g. through another person, firm, family member, or political action committee) political contribution, either personally or on behalf of EAM, to any political party, elected official or candidate with the intention of obtaining or maintaining any business for EAM. Any political contribution made by a Covered Associate in excess of $150 per calendar year per elected official or candidate, state or local political party, or political action committee must be pre-approved by the CCO. See the Political Contributions policy in the P&P for complete policies and procedures with respect to political contributions.
Preferential Treatment
Supervised Persons must make investment decisions, undertake commitments, and perform their duties and obligations without favoritism of any kind and award business or contracts strictly on the basis of merit. A Supervised Person should not actively seek nor accept a discount on any item for personal use from a business contact. If such a person extends preferential treatment (for example, offers a discount) to a Supervised Person in a personal transaction, the Supervised Person must have the preferential treatment pre-approved by the CCO before proceeding with the transaction.
Gifts and Entertainment
Payment for entertainment or meals where the Supervised Person is not accompanied by the person purchasing the entertainment or meals is considered a gift, subject to the rules discussed above. Acceptance of meals and entertainment where the host is present is generally permitted. However, the acceptance of particularly lavish entertainment or entertainment with excessive frequency is generally inappropriate and should be refused. Entertainment in poor taste or that adversely reflects on the morals or judgment of the individuals attending the event is considered inappropriate and also should be refused. Individuals involved in the purchase of equipment, supplies, and services may not accept entertainment or meals from a vendor or potential vendor except if business is to be discussed.
Giving Gifts or Entertainment
Supervised Persons will not give a gift and/or entertainment to any client, potential client, vendor, potential vendor or anyone else that does business or seeks to do business with the firm that is worth more than $250.00, without receiving prior written approval from the CCO. All gifts and/or entertainment given over $20.00 must be reported to the CCO.
Receiving Gifts or Entertainment
Supervised Persons will not accept any gift and/or entertainment or other item from any client, potential client, vendor, potential vendor or anyone else that does business with or seeks to do business with the firm that is worth more than $250.00 in value, without written approval from the CCO. All gifts and/or entertainment received over $20.00 must be reported to the CCO.
Personal Securities Holdings and Transactions
Supervised Persons, who are Access Persons, as that term is defined below, will disclose to EAM their holdings and transactions in securities or other investments for which they are a beneficial owner, as defined below, and as per the instructions in the firms policies and procedures.
Supervised Persons, who are Access Persons, must report within 15 days any new personal securities accounts to the CCO or Compliance Manager and will provide the necessary information to ensure the account is connected into the MyComplianceOffice system.
Furthermore, Supervised Persons, who are Access Persons, will obtain written pre-approval for certain personal investments in accordance with the firms policies and procedures.
Definition of Access Person
An access person is defined as any Supervised Person:
● | Who has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or |
● | Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. |
For the purposes of this Code, EAM considers all its employees to be Access Persons.
Beneficial Owner
For purposes of the Code, an individual is a beneficial owner if the individual, directly or indirectly, has:
● | a direct or indirect pecuniary interest in the securities; |
● | the power to vote or direct the voting of the shares of the securities or investments; |
● | the power to dispose or direct the disposition of the security or investment. |
The above definition applies to securities held in accounts of the Supervised Person and/or the Supervised Persons immediate family members living in the same household.
Supervision
Supervised Persons with supervisory responsibility, authority, or the ability to influence the conduct of others will exercise reasonable supervision over those subject to their supervision or authority in order to prevent any violations of applicable statutes, regulations, or provisions of the Code. In so doing, Supervised Persons may rely on procedures established by EAM that are reasonably designed to prevent and detect such violations.
Preserving Confidentiality
EAM has implemented policies and procedures, which are outlined in the firms policies and procedures manual, to limit the sharing of and access to nonpublic personal information regarding the firms clients to EAM personnel who need that information to provide services to those clients.
Supervised Persons will at all times preserve the confidentiality of information communicated by clients, unless they receive information concerning illegal activities on the part of the client. If that happens, the Supervised Person should give the information directly to the CCO for further action.
Insider Information
No Supervised Person, while in the possession of material nonpublic information about a company, will for his/her portfolio or for the portfolios of others buy or sell the securities of that company until that information becomes publicly disseminated and the market has had an opportunity to react.
No Supervised Person will communicate or tip material nonpublic information about a company to any person except for lawful purposes.
Supervised Persons will adhere to the firms policies and procedures regarding insider information as outlined in the firms compliance manual. Any improper trading or other misuse of material nonpublic information by any Supervised Person may be grounds for immediate dismissal.
Portfolio Investment Recommendations and Actions
Supervised Persons will deal fairly and objectively with clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.
Priority of Transactions
Transactions for clients will have priority over transactions in securities or other investments of which EAM or any Supervised Persons is the beneficial owner so that such personal or proprietary transactions do not operate adversely to their clients interests.
Prohibition against Misrepresentation
Supervised Persons will not make statements, orally or in writing, that misrepresent:
● | The services that they or the firm is capable of performing; |
● | Their qualifications or the qualifications of the firm; or |
● | The individuals academic or professional credentials. |
Supervised Persons will not make or imply, orally or in writing, any assurances or guarantees regarding any investment, except to communicate accurate information regarding the terms of the investment instrument and the issuers obligations under the instrument.
Reporting Violations
Supervised Persons must promptly report any violation or suspected violation of the Code or of any securities laws, or rules to the CCO. No retaliation or retribution of any kind will be taken against a Supervised Person for reporting a violation or potential violation in good faith.
All reports will be promptly investigated and, if deemed necessary, appropriate action will be taken. The CCO will be responsible for leading any investigations and reporting violations and investigative findings to the appropriate supervisor and senior management. EAM senior management may utilize any or all of the sanctions described below.
Sanctions/Disciplinary Policy
EAM senior management may use any or all of the following sanctions against any Supervised Person found to have violated either the Code or the firms written compliance policies and procedures.
● | Letter of Caution |
● | Admonishment |
● | Fine, disgorgement |
● | Suspension |
● | Termination |
Prudentials Code of Conduct
MAKING THE RIGHT CHOICES
Global Business Ethics & Integrity
751 Broad Street, Newark, New Jersey 07102, USA (800)
752-7024
Prudential
Financial, Inc. of the United States is not affiliated with Prudential plc which is headquartered in the United Kingdom.
TABLE OF CONTENTS
1 Chairmans Message
2 Our Values
3 Principles of Our Code of Conduct
3 Making the Right Choices
4 What Everyone Should Do
4 What Managers of People Do
5 Ethical Filters for Decision Making
6 How to Raise an Ethical Concern
6Financial Reporting Concerns
6 Prudentials Policy Against Retaliation
7 Prudential Principles and
Corporate Policy Essentials
8 Acting Ethically
10 Complying With Laws and Regulations
12 Treating Employees Fairly
14 Dealing With Customers and External Parties
16 Managing Risk
18 Protecting Prudential Proprietary Information and Assets
20 Our Expectations
21 Contact Information
CHAIRMANS MESSAGE
No business objective will ever be more important than
being true to the values and principles that are the
foundation of our company.
Everyone associated with Prudential must be diligent about doing business the right way. Prudential has just one brand and one reputation.
It is up to everyone associated with Prudential to be certain that their words, actions and business practices consistently enhance both.
Living up to high ethical standards
means doing more than just what the law requires, and often, more than customers expect or ask. We must each demonstrate a strong moral compass to maintain the trust and confidence of all those who interact with Prudential, including regulators,
shareholders, customers, business partners, employees and sales associates.
Prudentials Code of Conduct Making the Right Choices reflects
Prudentials values and clarifies Prudentials expectations of acceptable behavior. It also serves as the basis for Prudentials internal policies.
I urge
everyone associated with Prudential to rely on Making the Right Choices as a resource to understand our expectations. In addition to Making the Right Choices, there are multiple other avenues to get answers to questions, seek advice, or raise
concerns: Prudentials management, human resources department, compliance and/or legal department, business ethics contact and Global Business Ethics & Integrity organization.
For over 140 years, Prudential has been committed to helping customers achieve financial security and peace of mind. Millions of people around the world trust us to fulfill this promise.
Only by doing business the right way, every day, can we continue to be worthy of their trust.
Thank you for your continued support and commitment to always making the right
choices.
John Strangfeld CHAIRMAN AND CEO PRUDENTIAL FINANCIAL
Making the Right Choices
Prudentials Code of Conduct | 1
OUR VALUES
How we work is as important as what we do. Our core values guide us in our work every day to help our customers achieve financial prosperity and peace of mind. We strive at all times to
distinguish Prudential as an admired global financial services leader and a trusted brand that is differentiated by top talent and delivery of innovative solutions for customers at all stages of life.
Worthy of Trust
We keep our promises and are committed to doing business the right way.
Our company has flourished because we have earned peoples trust. We safeguard our customers interests. We comply with applicable laws and regulations.
Customer Focused
We provide quality products and services that meet our customers needs.
We earn the loyalty of our customers by offering value that satisfies their needs. We do business with partners and vendors who respect our values, who conduct themselves in a manner
consistent with the principles expressed in our Code of Conduct, and who are ethical leaders in their industries.
Respect for Each Other
We are inclusive and collaborative,
and individuals with diverse backgrounds and talents can contribute and grow.
We work together to build relationships based on mutual respect. We listen actively, speak honestly and act fairly. We reward our employees and sales associates for
conducting business with integrity.
Winning With Integrity
We are passionate about becoming the
unrivaled industry leader by achieving superior results for our customers, shareholders and communities. We set challenging targets and continuously improve to win. We create long-term shareholder value by taking intelligent risks and behaving with
integrity, while exceeding the competition.
2 | Making the Right Choices Prudentials Code of Conduct
Principles of Our Code of Conduct
Acting Ethically
Act with integrity and make decisions based on high ethical standards.
Complying With Laws and Regulations
Understand and honor the letter and spirit of the laws and regulations that
apply to Prudentials businesses.
Treating Employees Fairly
Foster a fair, professional and
collaborative work environment.
Dealing With Customers and External Parties
Instill and maintain
trust in dealings with Prudential and its customers, employees, sales associates, shareholders and partners.
Managing Risk
Understand that managing risk is Prudentials business and the responsibility of everyone associated with Prudential.
Protecting Prudential Proprietary Information and Assets
Understand that protecting information
and assets is critical in meeting Prudentials obligation to its customers, employees, sales associates and shareholders.
Our core values drive our behaviors, and are central to every aspect of our Code of Conduct. We operate according to certain principles in furtherance of our business and we expect everyone
associated with Prudential to do the same. These principles are the foundation for the policies under which Prudential operates every day:
Making the Right Choices
At Prudential, we are committed to doing business the right way to continually earn the trust of Prudentials customers and the marketplace. Making the Right Choices
will help everyone working for or on behalf of Prudential, to understand our
expectations and to conduct Prudential business in a way that is consistent with the
companys values and policies.
Making the Right Choices is a guide to assist in making ethical decisions. While not intended to address every issue that may arise in
the conduct of Prudentials business, Making the Right Choices provides a framework and structure to guide business decisions and to meet the companys ethical standards.
Making the Right Choices is intended to communicate Prudentials expectations to everyone associated with Prudential. Prudential also has policies that apply to the actions of employees
and
non-employees
alike, such as contractors, agents, vendors, family members of employees,
sales associates, Prudential board
members and board members of affiliated companies. Everyone associated with Prudential
is expected to conduct themselves in accordance with those expectations.
Making the Right Choices applies to the extent permissible under the laws and/or regulations of the countries where we do business or where business is conducted by others on our behalf. If
any portion of Making the Right Choices is
inconsistent with any law and/or regulation, such law and/or regulation shall prevail. Reference to regulations in
Making the Right Choices includes laws, codes and other similar requirements. Employees and sales associates should contact their compliance and/or legal contacts for further information.
Making the Right Choices, like all Prudentials policies, is not intended to constitute or create a contract of any type between Prudential and its employees, sales associates or anyone
else providing services to or acting on behalf of Prudential.
Making the Right Choices Prudentials Code of Conduct | 3
What Everyone Should Do
One reason that Prudential is successful and respected globally is that its employees, sales associates and others associated with Prudential understand their responsibilities and support
Prudentials commitment to business integrity. Therefore, when doing business with or on behalf of Prudential, they must:
Act with integrity and lead with a strong
moral compass in business dealings.
Understand Prudentials values and Code
of Conduct. The
values and behaviors summarized in Making the Right Choices are an important guide in making ethical decisions in work-related situations. Ask questions about policies that are not fully understood.
Know all of the policies that apply to their work for Prudential. There may be policies that are essential to the performance of work at Prudential that are not referenced in the Code of
Conduct. Ask about additional policies that may apply.
Raise concerns promptly and persistently. Everyone must speak up if they are aware of or reasonably suspect any
unethical or illegal behavior. Consistent with local laws, concerns can be raised with Prudentials management, human resources contact,
compliance and/or legal
contact, business ethics contact or Global Business Ethics & Integrity. If the concerns are not appropriately addressed, or if the situation has not improved, they should be raised again through another available channel.
Complete required training modules. Take any required training modules on a timely basis to increase awareness and reinforce policies and standards.
Escalate the risks and returns associated with all business decisions. The expectation is that decisions are made at the lowest appropriate level based on the materiality and significance of
the decision.
Ideally, individuals will work and collaborate at the appropriate level in order to reach a decision. When issues arise within businesses, between businesses
and corporate functions or within corporate functions, and resolution cannot be achieved, timely escalation of the issue to a more senior business/ functional representative is required.
Behavior inconsistent with the companys Code of Conduct, policies, laws, and/or regulations may lead to disciplinary action, up to and including termination, unless otherwise
prohibited by applicable law.
What Managers of People Do
Create and develop a work environment
where everyone understands their responsibilities and feels comfortable raising concerns. Be certain that ethical behavior is understood and encouraged.
Demonstrate a strong
moral compass. Actions speak louder than words. Demonstrate the behaviors that should be emulated in the organization. Always lead by example.
Understand compliance and
legal requirements. Understand the letter and spirit of the laws and regulations that apply to Prudentials products and services, as well as those that apply to Prudential as a company. Hold reports accountable for completing required training
on a timely basis.
Act in the best interest of Prudential. Promote and protect Prudentials brand, name and reputation.
Make business decisions based on high ethical standards and raise ethical concerns immediately.
Establish and
maintain controls and procedures within your unit. Keep controls and procedures current, effective and consistent with internal policies. The direction provided is very powerful.
Reward the right behavior. Acknowledge and consider ethical behavior when making employment- related decisions, including hiring, promotions, compensation and disciplinary actions.
Nurture a
speak-up
culture. Foster a culture where everyone is comfortable raising concerns by encouraging open
communication, building trust, resolving issues promptly and upholding Prudentials policy against retaliation.
4 | Making the Right Choices Prudentials Code of
Conduct
Ethical Filters for Decision Making
Policies
Is it consistent with internal policies, procedures and guidelines?
Legal
Is it legal? (If there is any doubt,please contact Prudential management or the Prudential legal contact to
find out.)
Universal
Does this decision/action conform to Prudentials values? Does it
benefit stakeholders? Would it be okay if everyone did it?
Self
Does it satisfy personal
definitions of right, good and fair? Will I be proud of this decision or action?
If the answer to any of these questions may be NO, the actions taken may have serious
consequences for the company. Do not proceed without discussing it with the appropriate Prudential contact. Management, the Prudential human resources contact, compliance and/or legal contact, business ethics contact and Global Business
Ethics & Integrity are available to provide guidance and help in making sound ethical decisions.
Making the Right Choices Prudentials Code of Conduct | 5
The greatest threat to a companys reputation
is creating a
culture where wrongdoing is allowed to flourish due to an environment
of
fear.
Royanne Doi Corporate Chief Ethics Officer
How to Raise
an Ethical Concern
Promoting an ethical culture is the responsibility of all employees and sales associates.
Employees and sales associates who are aware of or reasonably suspect any unethical or illegal
behavior or practices, violations of laws, regulations or policies are obligated to report this information promptly within Prudential, consistent with the local laws of the
country in which they work.
Employees and sales associates can report an issue or seek advice on a matter by using any of the following Prudential resources applicable to
them:
Supervisors
Management
Human resources contact
Compliance and/or legal contact
Business ethics contact
Global Business Ethics & Integrity (See contact information on page 21.)
Certainty that the Code of Conduct or that a law or regulation has been violated is not required before seeking assistance. All of these resources seriously consider all
concerns that are raised and are provided to offer guidance, and to address the issues brought to their attention.
Financial Reporting Concerns
The Audit Committee of Prudentials Board of Directors has established Global Business Ethics & Integrity as the central facility for the receipt,
retention and treatment of any complaints received from internal or external sources regarding accounting, internal accounting controls or auditing matters, including confidential, anonymous
(where legally permitted) submissions by employees and sales associates of concerns regarding questionable accounting or auditing matters.
Anyone may submit concerns
regarding accounting, internal accounting controls or auditing matters to Global Business Ethics & Integrity in a number of ways. Please visit www.tnwinc.com/Prudential for more information.
In addition, concerns may be submitted directly to the Audit Committee at the following address:
P.O. Box 949
Newark, New Jersey 07101-0949 USA
Employees and sales associates may also report concerns, as
applicable, to their local Prudential resource such as the business ethics contact or management, who must forward the information to Global Business Ethics & Integrity.
Prudentials policy requires that appropriate controls are in place to protect the integrity and reliability of financial reporting information.
Prudentials Policy
Against Retaliation
If you have knowledge of or concern about an ethical, legal or regulatory violation, you can raise your concerns without fear. Prudential strictly prohibits retaliatory, threatening or
harassing acts against any employee for making a report in good faith of reasonably suspected unethical or illegal behaviors or practices. This protection also applies to anyone giving information related to an investigation.
6 | Making the Right Choices Prudentials Code of Conduct
PRUDENTIAL PRINCIPLES
AND CORPORATE POLICY ESSENTIALS
Prudential has a series of formal policies designed to guide employees and sales
associates in the conduct of Prudential business. Selected policies are referenced within Making the Right Choices. Other policies or terms of engagement may also apply if you are associated with Prudential, such as members of the Board of
Directors, contractors and vendors. Some policies even apply to the actions of family members, such as those that relate to conflicts of interest.
Board members and
associates of affiliated companies in which Prudential controls a majority stake are also subject to these policies. In many instances, vendors and contractors that do business with Prudential will also be asked to affirm that they understand and
agree to comply with terms of engagement that encompass the principles set forth in these policies.
Prudentials principles of behaviors serve as the foundation for the
policies under which we work:
Acting Ethically
Complying With Laws and Regulations
Treating Employees Fairly
Dealing With Customers and External Parties
Managing Risk
Protecting Prudential Proprietary Information and Assets
Corporate Policy Essentials
Prudentials Corporate Policy Essentials are expectations that expand upon the
Principles and outline the imperatives by which we expect Prudentials business operations to be conducted and define what it means to be associated with Prudential:
We
respect restrictions on sharing proprietary business information in the marketplace.
We do not tolerate bribery or activities that induce corruption.
We do not use business information for personal monetary gain.
We do not try to gain unfair market advantage.
We do not tolerate fraud and will fully investigate all allegations of fraud.
We do not tolerate
retaliation against those who report concerns in good faith.
We do not tolerate unlawful harassment or discrimination.
We encourage employees and others associated with Prudential to speak up about inappropriate actions.
We attempt
to provide a safe and secure working environment.
We act in the best interest of the company.
We
avoid, mitigate or disclose potential, actual and apparent conflicts of interest.
We exercise appropriate controls over processes and assets.
We promote products and services appropriate to meet the needs of individuals and institutions through Prudentials sales associates.
We provide accurate and relevant information about Prudentials products and services.
We deal promptly,
respectfully and appropriately with customer requests and complaints.
We protect and restrict access to information, as appropriate, about Prudentials business,
employees, sales associates and customers.
We take the steps necessary to know Prudentials customers and the legitimacy of their financial transactions.
We impose appropriate discipline and sanctions for violations of policies and laws applicable
to Prudentials
businesses.
Specific businesses and corporate center functions may issue additional policies, standards and procedures that must also be followed when working for or on
behalf of that particular business or corporate center function.
While Making the Right Choices covers many issues, it is not intended to be
all-inclusive
or to address every situation. Employees and sales associates are expected to consult other applicable internal policies and materials (e.g., compliance manuals, human resources policies, expense
manuals, etc.). These resources may be available electronically or can be obtained, as applicable, from management, human resources contacts, compliance and/or legal contacts, business ethics contacts and Global Business Ethics & Integrity.
These resources can provide assistance in understanding the companys expectations and requirements.
Making the Right Choices Prudentials Code of Conduct | 7
Act with integrity and make decisions
based on high ethical standards.
Acting Ethically
What to know:
Living up to Prudentials high ethical standards is more than just doing what the law requires.
Those associated with Prudential are expected to demonstrate a strong moral compass and make a personal commitment to do whats right, every
day, in every business
situation. Act with courage, integrity and honesty at all times when engaged in Prudential business.
Sometimes there is uncertainty about the right course of action. Ask if
the action is good for Prudentials customers and shareholders. Ask, Would I be comfortable with this action if it came to the attention of my fellow employees or sales associates, friends, family members or the media? If the answer
is no, then do not do it. Everyone associated with Prudential is expected to make business decisions based on what is right, not simply what is easy or expedient.
Do not allow personal interests (including investments, business dealings or other personal or family activities) to conflict with or appear
to conflict with the interests of Prudential, its shareholders or customers.
Report suspected unethical or illegal
behavior according to applicable laws and processes. Prudential will not tolerate retaliation against anyone who, in good faith, raises such a concern.
What to do:
Act in an honest, fair and ethical manner in all business interactions.
Use Prudentials
property for appropriate business purposes only.
Disclose activities, financial interests or relationships that may be or may appear to be a conflict of interest. Obtain
prior, written approval, where appropriate.
Prevent improper use and disclosure of proprietary information not available to the general public.
Create an environment where everyone feels they can voice their opinions.
Report suspected unethical or illegal
behavior to the appropriate Prudential resources.
Right
An employee learns that his supervisor
has improperly obtained proprietary information about a competitor which results in Prudential gaining an unfair business advantage. The employee reports the matter.
8 |
Making the Right Choices Prudentials Code of Conduct
What to avoid:
Taking adverse action against someone who has raised a concern or questioned a practice.
Making decisions that
give the appearance of, or create, a conflict between your interests and those of Prudential or its shareholders or customers.
Buying or selling the securities of any
company, including Prudential, either directly or through family members, when acting on material nonpublic information.
Using or appearing to use Prudential resources,
information or influence for personal gain.
Wrong
Buying company stock after obtaining
confidential information about a major acquisition.
Wrong
Refusing to promote a qualified
employee because she previously reported a violation of a policy.
SCENARIO 1: You are employed by Prudential and are responsible for hiring vendors for various projects
throughout the company. You receive a bid from
A-Plus,
a company owned by your neighbor and friend. What should you do?
Answer: You
must avoid creating a conflict of interest, or the appearance of one, in business dealings. In this scenario, it must be clear that the companys interests have to come first. You should
disclose to your manager that you have a relationship with the owner of
A-Plus.
You may potentially recuse yourself from the selection process.
A-Pluss
bid should be given the same consideration as other vendors so that the company hires the best service provider.
SCENARIO 2:
You are employed by Prudential but also serve on an approved volunteer finance committee at a university, and you have scheduled a lunch meeting with the committee chair. Before your lunch, you learn that an important Prudential client company is
planning to purchase a large stake in the company for which the
committee chair works, and Prudential is involved in the transaction. How should you handle this information
at your lunch meeting with the committee chair?
Answer: The information you learned is confidential to Prudential and may be considered material nonpublic information.
Therefore, you cannot share this information with the committee chair. Providing this information before it is available to the general public would be a violation of Prudentials policy and could be a violation of law.
Related Master Policies:
Personal Conflicts of Interest and Outside Business Activities
Protection and Use of Material Nonpublic Information: Information Barriers and Personal Securities Trading
Expense
Management
Reporting Concerns and
Non-Retaliation
Making
the Right Choices Prudentials Code of Conduct | 9
Complying With Laws and Regulations
Understand and honor the letter and spirit of the laws and regulations that apply to Prudentials businesses.
What to know:
Prudential is expected to know, understand
and comply with laws and regulations applicable to its businesses, wherever located. You are responsible for knowing and understanding the laws and regulations that apply to your job or
business. Prudential expects everyone associated with Prudential to conduct business in compliance with applicable laws and regulations. Consistent with the local laws of a country, there may also be an obligation to report, prevent or stop
unethical or illegal behavior when it becomes known.
In some cases, our policies specifically outline your responsibilities under certain laws and regulations. For example,
internal policies specify strict guidelines about how Prudentials products can be marketed or sold, and the required licensing, communications and behavior of those who sell the products. Misconduct may be punished, up to and including
termination of employment and, in some cases, criminal prosecution.
What we expect:
Be truthful
and accurate in your business dealings.
Know, understand and comply with the laws and regulations that apply to your job or business.
Safeguard personally identifiable and nonpublic proprietary information; limit access to only those who need it to do their jobs at Prudential.
Let only appropriately licensed and registered individuals market or sell Prudentials products.
Submit
marketing and sales material for review and approval by the compliance team prior to allowing it to be used or distributed.
Obtain
pre-approval
for any charitable fundraising or other charitable events in connection with Prudential.
Watch for warning signals
regarding behaviors, processes or reporting that you observe in your interactions with employees and third parties.
Right
Reporting a
co-worker
removing customer files under suspicious circumstances from the building without authorization.
10 | Making the Right Choices Prudentials Code of Conduct
What to avoid:
Inadequate protection of personal data on your computer, mobile device, tablet, printer, desk, etc.
Unauthorized
sharing of personal information or customer information.
Wrong
Circumventing compliance
procedures to offer quicker customer service.
Wrong
Sending an
e-mail
using a company computer asking colleagues for charitable contributions.
SCENARIO: A customer calls you and asks why he
received a letter advising him that his insurance policy was about to lapse. You search the database, but can find no record of his most recent premium payment. The customer has a cancelled check and letter showing that the funds had been cashed by
a Prudential employee. It appears that none of the funds were deposited in the customers account. What should you do?
Answer: You should escalate the matter to
management, your human resources contact or your business ethics contact. Consistent with the local laws of your country, you may also bring the matter to
the attention of
your compliance and/or legal contact, Corporate Investigations, Internal Audit or Global Business Ethics & Integrity. However, you should not take further action unless instructed to do so. If an employee kept the funds rather than
depositing them into the customers account, he or she would be committing theft.
Related Master Policies: Confidentiality of Personal Information Discipline and
Sanctions
Fraud Prevention
Cooperation in and Conduct of Investigations, Examinations and Audits
Customer Complaint Management
Marketing, Licensing and Sales Practices Reporting Concerns and
Non-Retaliation
Making the Right Choices Prudentials Code of Conduct | 11
Foster a fair, professional and collaborative work
environment.
Treating Employees Fairly
What to know:
Prudential promotes a productive, harassment-free work environment where the talents of a diverse work force are valued and respected. Prudentials policy is to provide employment and
advancement opportunities to all qualified individuals in accordance with applicable laws. We base employment decisions on
job-related
and business factors.
You are responsible for treating all employees and others associated with Prudential professionally. Prudential will not tolerate unlawful discrimination of any kind in any aspect of the
employment relationship, or when conducting Prudential business. This includes recruitment and hiring, compensation, access to training, promotion,
discipline, termination
of employment, work-related social activities, and other terms and conditions
of employment. Prudential also will not tolerate any conduct that creates an intimidating or
hostile working environment, or that interferes with work performance. Finally, Prudential will not tolerate retaliation against anyone who complains about
behavior that the
complainant believes is inconsistent with Prudential policies.
Prudential is committed to providing a safe workplace. To help maintain that safety, you are responsible for
following the direction of Prudentials security staff, and for bringing situations that threaten health or safety to their attention immediately.
When bringing new
employees into the company, Prudential recruits and hires individuals in compliance with applicable laws, with a commitment to fairness to all candidates and to good business results. Prudential hires individuals based on their
job-related
qualifications, merit and competence. The company has specific protocols for hiring individuals in each local operation and related to each job responsibility.
In all situations, the responsibility for maintaining a fair, professional, open and safe workplace free from discrimination and intimidation or harassment belongs to everyone associated
with Prudential.
What to do:
Treat all employees and anyone associated with Prudential
professionally and with dignity.
Hire based on job qualifications without personal biases.
Evaluate performance and make employment- related decisions and actions based solely on
job-related
criteria.
Create and maintain an open, safe work environment.
Cooperate with the security team by following established
security measures and guidelines.
Report behavior that is inconsistent with the companys commitment to a professional and harassment-free work environment to
Prudentials management, human resources contact, business ethics contact or Global Business Ethics & Integrity as appropriate.
Report suspicious or
threatening activities to the appropriate area.
Understand and comply with applicable employment and labor laws.
Right
A manager makes it clear to her team that they will be evaluated based on their work product, not based on
favoritism or personal relationships.
12 | Making the Right Choices Prudentials Code of Conduct
What to avoid:
Treating people differently based on their unique personal characteristics.
Making employment decisions based on
factors other than a persons
job-related
qualifications and Prudentials business needs.
Wrong
Discussing an employees health with others in the business without the employees consent.
Wrong
Making inappropriate comments about a
co-workers
physical appearance.
SCENARIO: As the manager responsible for hiring, youve been reviewing resumes of candidates for a role involving communications with external parties. You and key members of your team
have held interviews with promising candidates and narrowed down the individuals to the top three. The clear choice is a woman. If hired,
she would be the first woman to
ever hold the position. Should that factor into your decision?
Answer: No. Managers must make all hiring decisions based on an applicants qualifications without
discriminating against any individual, in this case based on the candidates gender.
Related Policies:
The Anti-Discrimination and Anti-Harassment policies applicable to your location
Security of Personnel and Work
Environment Recruitment and Hiring
Reporting Concerns and
Non-Retaliation
Making the Right Choices Prudentials Code of Conduct | 13
Dealing With Customers and External Parties
Instill and maintain trust in dealings with Prudentials customers,
shareholders and
partners.
What to know:
Prudentials customers are fundamental to its business and their trust and loyalty are essential and invaluable to the company. To earn that loyalty, we must serve
Prudentials customers the right way. Commit to providing excellent customer service and, when complaints do occur, take them seriously and escalate the issues for quick remediation.
Everyone associated with Prudential is responsible for observing the laws, regulations and industry standards applicable to his or her responsibilities. An improper payment or offer of
something of value to gain an advantage whether to a vendor, a government official, an individual, company or
a competitor is never acceptable. Any gifts or
entertainment, received or given, should be viewed as an outsider would view the facts. Therefore, whatever your intent, do not take an action if it may be perceived as improper or as giving you or the company an unfair advantage.
Apply this approach to doing business the right way every day. For instance, do not participate in, record or keep silent about any financial transactions that might obscure the source of
the funds. If something does not feel right, discuss your concern with management or another appropriate Prudential contact.
Prudentials customers trust us
with the information we need to serve them, be it their business or personal financial needs. Be aware at all times that this information is personal and should be safeguarded.
As part of our commitment to our communities and our world, Prudential will not tolerate any instances of human trafficking or other forced labor or slavery. We will also not conduct
business with any third parties who engage in it.
What to do:
Provide timely and fair resolution
to customer concerns and complaints.
Escalate concerns regarding the behaviors of anyone associated with Prudential to the appropriate management level.
Understand and abide by restrictions on using Prudentials name and logo.
Cooperate in all investigations,
examinations and audits from both internal and external sources.
Notify management of any request for proprietary information about Prudential or Prudentials customers
from a third party before supplying it.
Keep accurate records of expenditures relating to third parties and customers.
Know and understand the guidelines governing gifts and entertainment applicable to you.
Safeguard personal
information about customers, employees and sales associates.
Maintain well-documented information regarding business interactions and correspondence with Prudentials
customers and suppliers.
Obtain necessary approvals prior to dealing with any public officials on Prudentials behalf.
Know your customers and the ways to detect potentially improper financial activity.
Compete fairly in the
marketplace.
Right
An employee escalates a customer complaint and follows through until the
matter is resolved.
14 | Making the Right Choices Prudentials Code of Conduct
What to avoid:
Making any payments, gifts or entertainment to a government official.
Making political contributions on behalf of
Prudential.
Making personal political contributions that may create the appearance of or an actual conflict of interest.
Inappropriately sharing information to gain a marketplace advantage.
Discussions with employees of competitors
that could lead to inferences about costs, prices or market practices.
A third party using Prudentials name or logo without approval or in an unauthorized manner.
Entrusting confidential or personal data to a service provider without proper controls.
An actual
or apparent conflict of interest that could influence a business decision.
Wrong
Making a
contribution to a local politician using the companys address.
SCENARIO 1: You are responsible for purchasing certain services needed for successful completion of a
critical project. A sales representative from a current vendor makes a contribution in your name to a local charity and advises you of this while expressing his interest in a contract renewal. What do you do?
Answer: You must avoid creating a conflict of interest, or the appearance of one, in your business dealings. In this example, whether you award the contract to the vendor or not, the fact
that a contribution was made in your name creates the appearance of a conflict of interest.
You should report the contribution to your manager and advise your manager of the
vendors behavior, so he or she can determine whether you should recuse yourself from the vendor selection process.
SCENARIO 2: You are responsible for approving
applications for the purchase of life insurance. In reviewing an application, you notice that the applicants signature does not match other signatures that you have for that individual. You are concerned that the insurance agent may have
signed the application rather than the applicant.
What should you do?
Answer: Immediately contact
Prudentials local control/compliance contact, who will work with you, Compliance, and Corporate Investigations to determine next steps. For certain documents, when it is suspected that a signature may be fraudulent, the document must be turned
over to Corporate Investigations or Prudentials local fraud contact, as appropriate.
Related Master Policies:
Cash Policy
Dealing with External Auditors Confidentiality of Personal Information Human Trafficking
Gifts and Entertainment
Anti-Money Laundering and Sanctions Compliance Anti-Bribery/Anti-Corruption
Cooperation in and Conduct of Investigations, Examinations, and Audits
Corporate Sponsorships, Promotions,
Endorsements and Corporate Contributions
Customer Complaint Management Antitrust and Unfair Competition
Political Activities and Lobbying (U.S. only) Vendor Agreements and Governance Reporting Concerns and
Non-Retaliation
Fraud Prevention
Digital Communications and Internet Use
Making the Right Choices Prudentials Code of Conduct | 15
Understand that managing risk is Prudentials
business and the responsibility
of everyone associated with Prudential.
Managing Risk
What to know:
Prudential is in the business of managing risks. Everyone associated with Prudential is expected to
understand, identify and mitigate risks arising out of the services they perform by lessening
the number and magnitude of any unexpected occurrences, and understand what
they are doing, what options they have and the impact of their actions on the company. If something is not clear, or if the potential risk exceeds your authority, bring the matter to the attention of Prudential management. Not knowing is not an
excuse for a bad decision or inappropriate action.
Risks must be understood, managed, measured and communicated effectively.
What to do:
Understand and identify the risks you take in relation to the services you provide to Prudential.
Analyze the different possible decisions you have and the potential outcomes for each.
Ask for
information when there is something you do not understand.
Learn from mistakes; for instance, perform reviews after major projects.
Speak up if you think something is not right.
Treat records and all proprietary information with the correct level
of security and retention.
Escalate any disagreements or uncertainties appropriately and in a timely manner.
Wrong
Giving your password to someone else so that he or she can gain access to a critical document while
traveling.
16 | Making the Right Choices Prudentials Code of Conduct
What to avoid:
Performing tasks you do not understand.
Sacrificing controls for speed.
Situations where you do not have the information you need to make intelligent decisions; speak up if you do not.
Situations where you have access to more systems than you need to do your job.
Sharing your
password with anyone, ever.
Relying on old/outdated assumptions; they need to be reviewed and refreshed frequently.
Right
Reporting immediately to Global Security an individual acting strangely near the company garage.
SCENARIO 1: You are employed in a group that relies heavily on a system that was installed several years ago. Over the last 12 months, you have become increasingly concerned about risk of
loss to the company because of periodic system performance issues. What should you do?
Answer: Assess the risk and communicate it effectively to your management. Make the
operations team closest to the system aware of the risk of system performance issues. Establish and continually review processes to mitigate the potential risks on a timely basis.
SCENARIO 2: You are employed as a supervisor of a disbursement area. Your areas standard is that all transactions are 100 percent second-checked before they are processed. You
also have a timing standard that all transactions are to be processed within ten
days of receipt. Conformance to that standard is a key aspect of managements
evaluation of you. However, you are currently in jeopardy of falling behind the
ten-day
standard because of unusual levels of business activity. You are considering temporarily waiving the 100 percent
second-checking process until you can get caught up. Is this appropriate?
Answer: Speak with your manager about your time constraints. Determine what legal and regulatory
requirements relate to your second-checking process. Do not sacrifice controls for speed without appropriately escalating the decision.
SCENARIO 3: You are a life insurance
sales agent. In reviewing the documents that an applicant has submitted to the company for his life insurance application, you notice that important information is missing. What should you do?
Answer: You should tell the applicant that the application is not in good order and cannot be accepted for processing unless the missing information is provided.
Related Master Policies: Segregation of Duties Enterprise Risk Management Software Use
Security of Personnel and
Work Environment Business Continuation Planning
Reporting Concerns and
Non-Retaliation
Making the Right Choices Prudentials Code of Conduct | 17
Protecting Prudential Proprietary Information and Assets
Understand that protecting proprietary information and assets is critical
in meeting
Prudentials obligation to its customers,
shareholders and
Prudential.
What to know:
Information about our customers and our company is another of Prudentials most valuable
assets.
Information can include a customer name or account number, forecasts about Prudentials performance, information about a potential acquisition or investment, or
other sensitive or confidential information. You are personally responsible for securing this type of information appropriately, sharing it only on a
need-to-know
basis
and using
it as intended. Be careful about sharing proprietary business information in writing, through
e-mail,
on the intranet or
internet, or in conversation or
presentations. Be mindful of ethical standards, laws, preferred business practices and professionalism when you engage in business-related
communications, regardless of the medium.
Protect Prudentials brand and logos. Prudentials iconic Rock symbol is a powerful asset that represents the relevance,
expertise and strength of Prudentials brand. Prudentials symbols, logos and other intellectual property are important assets and must only be used for permissible purposes.
You are responsible for protecting Prudentials internal information systems,
e-mails,
intranet and internet in the approved manner. Do not
expect that any communications using any Prudential system are private.
What to do:
Protect and
preserve Prudentials reputation and the integrity of its proprietary information.
Use Prudentials information for appropriate business purposes only.
Act in a manner consistent with Prudentials commitment to full, fair, accurate, timely and understandable public business disclosures and communications.
Prevent improper use and disclosure of Prudential proprietary information.
Protect and secure Prudentials
information/
data (e.g., customer, employee, business partner, product and financial) in all forms against unauthorized use, access, duplication, disclosure, modifications
or destruction.
Maintain appropriate controls to safeguard Prudentials proprietary information and intellectual property in all forms.
Communicate in an ethical and responsible manner.
Communicate in a manner that complies with legal, regulatory and
security requirements.
Right
Securing your computer when taking a break.
Related Master Policies: Confidentiality of Personal Information Internal Communications
Security for Business
Information Corporate Trademarks and Service Marks
Intellectual Property: Prudential and Third-Party Ownership, Protection and Use
External Speeches, Presentations and Surveys Records Management
Protection and Use of Material Nonpublic
Information: Information Barriers and Personal Securities Trading
Digital Communications and Internet Use Reporting Concerns and
Non-Retaliation
Fraud Prevention
18 | Making the Right Choices Prudentials Code of Conduct
What to avoid:
Discussing or sharing Prudentials nonpublic information, including company performance, financial health or any personnel changes.
Communicating or appearing to communicate on behalf of Prudential when responding to media inquiries, regardless of the format, unless authorized to do so by the company.
Endorsing
non-Prudential
individuals, products, services or vendors on behalf of Prudential.
Putting Prudential data on a public or unsecured computer or mobile device.
Disclosing or sharing proprietary
information.
Destroying any type of Prudential records, documents or communications except in connection with applicable records management policies.
Modifying or altering Prudential documents or records.
Using Prudential systems for
non-business
purposes. Occasional personal use of Prudential systems is permitted provided that it does not interfere with Prudentials business and is not otherwise prohibited by internal policies and
standards.
Disclosing proprietary information or systems to third parties/vendors without proper controls.
Posting information or links on the Prudential internet or intranet pages, except as approved for business purposes.
Impermissibly using Prudentials logo or tagline.
Wrong
Destroying company records to cover up an error.
Wrong
Using a Prudential computer to store files for a family business.
SCENARIO 1: You are a member of a large team
working to develop a new business product. The product is expected to revitalize a market segment. The press is already aware of the product launch. Youve just been told the part of the project your team is working on has been put on hold.
There are rumors the project will be cancelled, which will negatively impact expected revenue for the year.
One of your friends who works for another company in a similar
field calls and during your conversation, asks how that big project you have been working on is going. How should you respond?
Answer: In this case, the status of this
project should not be discussed with your friend. You may not have all of the facts regarding the project and gossiping could potentially be very damaging to the company. Remember, proprietary
information is a valuable asset and should be protected appropriately.
SCENARIO 1A: You dont have time to
speak to your friend when he calls, so you decide to send an
e-mail
before you leave the office. In the
e-mail,
you are careful to avoid discussion of the project;
however, you do vaguely reference your concerns. Was this appropriate?
Answer: No, transmitting
e-mails
to third parties containing
gossip or casual statements may be misunderstood. Anything you put in writing can become public information. Your friend may decide to post it on a blog or other media. You must follow your local policies and procedures with regard to communications
on Prudentials information systems.
SCENARIO 2: You are attending a continuing education business class two nights a week. Your professor thinks it is important for
students to use real-world examples in class. You have heard that the company might be buying a large company in the insurance division. If you do not tell anyone the name of the company being considered for purchase, can you share this information
with your classmates?
Answer: No, you may not share this information. This information is strategically sensitive. Premature disclosure of sensitive company information
could cause the company harm. You must be careful not to discuss confidential or material nonpublic information, such as
a potential acquisition, in public places. It is
also important not to reveal confidential information to anyone who does not have a need to know. This includes
co-workers,
sales associates, business partners, consultants, vendors and personal acquaintances.
Making the Right Choices Prudentials Code of Conduct | 19
Prudential expects anyone associated with Prudential to be
honest, forthright and to use good judgment. The company also expects those associated with Prudential to deal fairly with customers, suppliers, competitors, fellow employees and sales associates.
Anyone associated with Prudential is expected to avoid taking unfair advantage of others through manipulation, concealment, abuse of confidential information or misrepresentation.
Sometimes there may be uncertainty about the right course of action. In these instances, you need to ask yourself, Would I be comfortable with this action if it came
to the attention of my
co-workers,
fellow employees, managers, friends, family members or the media? If the answer is no, then taking this action may not be the right thing to do
either for you or for the company. Remember, you can always discuss your concerns with Prudentials management, human resources contact, compliance and/
or legal
contact, business ethics contact or Global Business Ethics & Integrity. It is imperative that we make business decisions based on what is right, not simply what is expedient.
We are the strength of the Rock
20 | Making the Right Choices Prudentials Code of Conduct
CONTACT INFORMATION
How to Raise an Ethical Concern to Prudentials
Business Ethics Office: Global Business Ethics &
Integrity
Global Business Ethics Website:
www.tnwinc.com/Prudential
Global Business Ethics Web Reporting Form:
www.tnwinc.com/reportline/international
Global Business Ethics Help Lines
are available 24 hours a day, 7 days a week:
Note: In some countries the scope of what is permitted to be reported on the Help Line may vary.
Country Toll-Free
Number
Argentina
0800-444-3653
Brazil
0800-891-2823
Canada
800-752-7024
China
North
10-800-711-0917
South
10-800-110-0843
Germany
0800-182-2978
Hong ong
800-930264
India
000-117-888-847-5288
Ireland
1-800-946-552
Italy
800-902-527
Japan
KDD
00531-11-3339
Japan
Cable & Wireless IDC
0066-33-830194
In Japan, these Help Line telephone numbers may
not be reached by some telephone carriers, mobile phones and internet telephony.
Korea
00798-11-002-3653
Country Toll-Free Number
Argentina 0800
-444-3653
Brazil 0800
-891-2823
Canada 800
-752-7024
China
North
10-800-711-0917
South
10-800-110-0843
Germany 0800
-182-2978
Hong Kong
800-930264
India
000-117-888-847-5288
Ireland
1-800-946-552
Italy
800-902-527
Japan
KDD 00531
-11-3339
Japan Cable & Wireless IDC
0066-33-830194
In Japan, these Help Line telephone numbers may not be reached by some
telephone carriers, mobile phones and
internet telephony.
Korea 00798
-11-002-3653
Malaysia
1-800-885-523
Mexico
01-800-436-0062
Poland
0-0-800-111-1815
Singapore
800-1101-707
Taiwan
00801-104-229
United
Kingdom 0808
-234-2695
United States 800
-752-7024
Malaysia
1-800-885-523
Mexico
01-800-436-0062
Poland
0-0-800-111-1815
Singapore
800-1101-707
Taiwan
00801-104-229
United Kingdom
0808-234-2695
United States
800-752-7024
Global Business Ethics Mailing Address:
Prudential Financial, Global Business Ethics & Integrity 751 Broad Street, Newark, New Jersey 07102, USA
Making the Right Choices Prudentials Code of Conduct | 21
Global Business Ethics & Integrity 751 Broad Street, Newark, New Jersey 07102, USA (800) 752-7024 Rev. March 2016
Personal Securities
Trading Standards
As a leader in the financial services industry, Prudential Financial, Inc. (Prudential or Company) aspires to the highest standards of business conduct. Consistent with this standard, Prudential has developed Personal Securities Trading Standards (Standards) incorporating standards and procedures followed by leading financial service firms. These Standards are designed for Prudential and its associates to comply with various securities laws and regulations including the Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA) and the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and to have its associates conduct their personal trading in a manner consistent with Prudentials requirement of placing its shareholders and customers interests first.
These Standards set forth insider trading requirements, trade monitoring procedures, and personal trading restrictions for Prudential associates.
Section I sets forth Prudentials Standards on Insider Trading that applies to all Prudential associates. It is important that all Prudential associates read and understand these standards, which sets forth their responsibilities in connection with the use and disclosure of material nonpublic information.
Section II sets forth Prudentials trade monitoring procedures and trade reporting obligations for Covered and Access Persons, including the authorized broker-dealer requirements.
Section III sets forth Prudentials standards and restrictions relating to personal trading in securities issued by Prudential for Designated Persons and all other Prudential associates. Responsibilities for Section 16 Insiders are covered under a separate document.
Section IV sets forth the additional trading standards and procedures applicable to associates of a Prudential broker-dealer.
Section V sets forth the additional trading standards and procedures applicable to associates of a Prudential portfolio management unit, trading unit or registered investment adviser.
Section VI sets forth the additional trading standards and procedures applicable to associates of the private asset management units of PGIM.
If you are unclear as to your personal trading and reporting responsibilities, or have any questions concerning any aspect of these Standards, please contact the Compliance Department at PST.help@prudential.com.
The personal trading standards and trade monitoring procedures described in this document reflect the practices followed by leading financial service firms. No
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business unit or group may adopt standards or procedures that are inconsistent with these Standards. However, business units may adopt standards and procedures that are more stringent than those contained herein. Exceptions to these standards may only be granted by the Companys Chief Compliance Officer.
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P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. (GPSI) |
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Q. Additional Trading Requirements for certain Covered Persons |
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S. Additional Trading Requirements for Access Persons of Pruco Securities, LLC |
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I. P RUDENTIAL S S TANDARDS O N I NSIDER T RADING
Prudential aspires to the highest standard of business ethics. Accordingly, Prudential has developed the following standards and requirements to properly protect material nonpublic information and to comply with laws and regulations governing insider trading.
A. Use of Material Nonpublic and Confidential Information
In the course of your work at Prudential, you may receive or have access to material nonpublic information about Prudential or other public companies. The Company standards, industry practice and federal and state laws establish strict guidelines regarding the use of material nonpublic information. In addition to these requirements, Prudential has established the corporate master policy entitled Protection and Use of Material Nonpublic Information: Information Barriers and Personal Securities Trading. Additionally, the U.S. Information Barrier Standards have been adopted to provide specific requirements for employees of a U.S. Investment Sector (as defined in the U.S. Information Barrier Standards) and its constituent investment units (including their operations located outside the U.S.).
| You may not use material nonpublic information, including information obtained in the course of your employment, for your personal gain or share such information with others for their personal benefit. |
| You must treat as confidential all information that is not publicly disclosed concerning Prudentials financial information and key performance drivers, investment activity or plans, or the financial condition and business activity of Prudential or any company with which Prudential is doing business. |
| If you possess material nonpublic information, you must preserve its confidentiality and disclose it only to other associates who have a legitimate business need for the information. In addition, there are special rules for non-investment unit employees sharing material nonpublic information with employees of an investment unit. In these circumstances, you must contact the Law Department or Compliance prior to sharing this information so that proper precautions can be taken. |
| In the course of your business activities you may be involved in confidential analysis involving other external public companies. You must treat as confidential all information received relating to this analysis and discuss it only with those employees who have a legitimate business need for the information. You may not personally use this information or share such information with others for anyones personal benefit. |
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Under federal securities law, it is illegal to buy or sell a security while in possession of material nonpublic information relating to the security.1, It is also illegal to tip others about inside information. In other words, you may not pass material nonpublic information about an issuer on to others or recommend that they trade the issuers securities.
Insider trading is an extremely complex area of the law principally regulated by the Securities and Exchange Commission (SEC). If you have any questions concerning the law or a particular situation, you should consult with the Compliance Department or the Law Department. If you believe that you may have material nonpublic information about a public company obtained in the course of your position, or if you are in a portfolio or asset management unit and you believe you may have material nonpublic information regardless of the source, you should notify your Chief Compliance Officer so that the securities can be monitored and/or placed on a restricted list as appropriate.
B. Prudential Insider Trading Rules
Below are rules concerning insider trading. Failure to comply with these rules could result in violations of the federal securities laws and subject you to severe penalties described in Section I.H . Violations of these rules also may result in discipline by Prudential up to and including termination of employment.
(1) | You may not buy or sell securities issued by Prudential or any other public company if you are in possession of material nonpublic information relating to those companies.3 This restriction applies to transactions for you, members of your family, Prudential or any other person for whom you may buy or sell securities. In addition, you may not recommend to others that they buy or sell that security while in possession of material nonpublic information. |
(2) | If you are aware that Prudential is considering or actually trading any security for any account it manages, you must regard that as material nonpublic information. Accordingly, you may not make any trade or recommendation involving that security until seven calendar days after you know that such trading is no longer being considered or until seven calendar days after Prudential ceases trading in that security, whichever is longer. In addition, you must treat any nonpublic information about portfolio holdings of any registered investment company managed by Prudential as material nonpublic information. |
1 Rule 10b5-1(c), adopted by the Securities and Exchange Commission, provides for an affirmative defense to allegations of insider trading for trades implemented in accordance with a Rule 10b5-1(c) trading plan (Individual Trading Plan). Certain Prudential employees may be eligible to enter into an Individual Trading Plan with respect to certain sales of Prudential securities and exercises of Prudential employee stock options. Any Individual Trading Plan must be precleared in accordance with Company standards. These individuals have been specifically notified.
2 In some circumstances, additional elements may be required for there to be a violation of law, including scienter and breach of a duty.
3 Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.
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(3) | You may not communicate material nonpublic information to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential (i.e., individuals with a need to know). |
(4) | You should refrain from buying or selling securities issued by any companies about which you are involved in confidential analysis. In addition, you may not communicate any information regarding the confidential analysis of the company, or that Prudential is even evaluating the company, to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential. |
C. What is Nonpublic Information?
Nonpublic information is information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, on the television, on the radio, or in a publicly disseminated disclosure document (such as a proxy statement or prospectus), you may consider the information to be public. If the information is not available in the general media or in a public filing, you should consider it to be nonpublic. Neither partial disclosure (disclosure of part of the information) nor the existence of rumors is sufficient to consider the information to be public. If you are uncertain as to whether information is nonpublic, you should consult the Law Department or your Chief Compliance Officer.
While you must be especially alert to sensitive information, you may consider information received directly from a designated company spokesperson to be public information unless you know or have reason to believe that such information is not generally available to the investing public. An associate working on a private securities transaction who receives information from a company representative regarding the transaction should presume that the information is nonpublic.
Example :
When telling a Prudential analyst certain information about the company, a company representative gives indication that the information may be nonpublic by saying: This is not generally known but . . . In such a situation, the analyst should assume that the information is nonpublic.
D. What is Material Information?
There is no statutory definition of material information. You should assume that information is material if an investor, considering all the surrounding facts and circumstances, would find such information important in deciding whether or when to buy, sell, or hold a security. In general, any nonpublic information that, if announced, could affect the price of the security should be considered to be material information. If you are not sure whether nonpublic information is material, you should consult the Law Department or your Chief Compliance Officer.
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Material information may be about Prudential or another public company.
Examples :
| Information about a companys earnings or dividends (e.g., whether earnings will increase or decrease); |
| Information about a companys physical assets (e.g., an oil discovery, a fire that destroyed a factory, or an environmental problem); |
| Information about a companys personnel (e.g., a valuable employee leaving or becoming seriously ill); |
| Information about a companys pension plans (e.g., the removal of assets from an over-funded plan or an increase or decrease in future contributions); |
| Information about a companys financial status (e.g., financial restructuring plans or changes to planned payments of debt securities); |
| Information about a merger, acquisition, tender offer, joint venture or similar transaction involving the Company; or |
| Information about pending litigation involving a company generally should be considered material. |
Information may be material even though it may not be directly about a company (e.g., if the information is relevant to that company or its products, business, or assets).
Examples :
| Information that a companys primary supplier is going to increase dramatically the prices it charges; or |
| Information that a competitor has just developed a product that will cause sales of a companys products to plummet. |
Material information may also include information about Prudentials activities or plans relating to a company unaffiliated with Prudential.
Example :
Information that Prudential is going to enter into a transaction with a company, such as, for example, awarding a large service contract to a particular company.
E. Front-running and Scalping
Trading while in possession of information concerning Prudentials trades is prohibited by Prudentials insider trading rules and may also violate federal law. This type of trading activity is referred to as front running and scalping.
Front running occurs when an individual, with knowledge of Prudentials trading intentions, knowingly makes a trade in the same direction as Prudential just before
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Prudential makes its trade. Examples include buying a security just before Prudential buys that security (in the expectation that the price may rise based on such purchase) or selling a security just before Prudential sells such security (in the expectation that such sale will lead to a drop in price).
Scalping is making a trade in the opposite direction just after Prudentials trade, in other words, buying a security just after Prudential stops selling such security or selling just after Prudential stops buying such security.
Example:
Prudential is planning to sell a large position in ABC Co. If you sell ABC Co. securities ahead of Prudential in expectation that the large sale will depress its price, you are engaging in front running. If you purchase ABC Co. securities after Prudential has completed its sale to take advantage of the temporary price decrease, you are engaging in scalping.
F. Private Securities Transactions
The anti-fraud provisions of the federal securities laws apply to transactions in both publicly traded securities and private securities. However, the insider trading laws do not prohibit private securities transactions where both parties to the transaction have possession of the same material nonpublic information.
If you are in possession of material nonpublic information concerning a security you hold, you may not gift the security to a charitable institution and receive a tax deduction on the gift.
H. Penalties for Insider Trading
Individuals who illegally trade while in possession of material nonpublic information or who illegally tip such information to others may be subject to severe civil and criminal penalties including disgorgement of profits, substantial fines and imprisonment. Employment consequences of such behavior may include the loss or suspension of licenses to work in the securities industry, and disciplinary action by Prudential that may include fines or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
4 In addition to the penalties listed in this section, Prudential and/or Prudential associates could be subject to penalties under the Employee Retirement Income Security Act of 1974 (ERISA) if the insider trading occurs in connection with an ERISA plans investment.
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The law provides for penalties for controlling persons of individuals who engage in insider trading. Accordingly, under certain circumstances, supervisors of an associate who is found liable for insider trading may be subject to criminal fines up to $1 million per violation, civil penalties and fines, and discipline by Prudential up to and including termination of employment.
Prudential could also be subject to penalties in the event an associate is found liable for insider trading. Such penalties include, among others, harsh criminal fines and civil penalties, as well as restrictions placed on Prudentials ability to conduct certain business activities including broker-dealer, investment adviser, and investment company activities.
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II. S ECURITIES T RADE M ONITORING FOR C OVERED AND A CCESS P ERSONS
A. The FIS Protegent PTA System
Federal Law requires all broker-dealers and investment advisers to establish procedures to prevent insider trading by their associates. In addition, the Federal Sentencing Guidelines require companies to establish reasonable procedures to prevent and detect violations of the law. To comply with these and other similar laws and rules, Prudential has developed the Personal Securities Trading Standards to assist in preventing the misuse of material nonpublic information about Prudential or other public companies. All employees are held to the general principles of these Standards to ensure the proper use of material nonpublic information.
However, certain employees are required to have their personal trading activities monitored and may be subject to additional restrictions. Prudential has established a program to monitor the personal securities trading of associates with routine access to nonpublic corporate information about Prudential or any external public company, portfolio management activities, nonpublic mutual fund holdings information or other sensitive information. These individuals are required to have their personal securities transactions monitored in the securities trade monitoring system known as FIS Protegent PTA 5,6
B. Covered, Access and Supervised Persons
Certain employees are classified as Covered or Access Persons (as defined below).7 These individuals are categorized based on the information to which they have access or their role within the organization. Covered and Access Persons are required to report their personal securities transactions and conform to the authorized broker-dealer requirements (discussed below). Individuals classified as Access, Covered and Designated Persons (as defined in Section III.A. ) are collectively referred to as Monitored Persons under these Standards.
Access Persons - Associates who work in or support portfolio management activities, have access to nonpublic investment advisory client trading information or recommendations or have access to nonpublic portfolio holdings of mutual funds. See Section V for specific requirements. Certain Access Persons are subject to preclearance
5 Jennison Associates maintain a separate personal trading policy and monitoring system which may differ from these Standards. Any differences between the Jennison Associates policy and these Standards must be approved by the Chief Compliance Officer of Prudential.
6 In certain circumstances due to local law and administrative issues, employees located outside the U.S. are monitored locally by the business unit compliance department.
7 In certain circumstances temporary workers, consultants or independent contractors may be subject to certain aspects of these Standards based on their access to confidential information. Temporary employees should contact their business unit compliance officer with any questions about their obligations.
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of all personal securities trading activity, while other Access Persons may only be subject to specific trading restrictions.
Covered Persons Associates, other than Access Persons, who may have access to sensitive or confidential information about third parties or external companies or those individuals who the Company determines should be monitored due to their role in the organization. Certain Covered Persons may be subject to preclearance of personal securities trading activity, depending on their access to material non-public information. 8
Supervised Persons - Individuals who are officers, directors and employees of a registered investment adviser, as well as certain other individuals who provide advice on behalf of the adviser and are subject to the advisers supervision and control.
Supervised Persons are subject to the following requirements:
| Acknowledge receipt of their Investment Adviser Code of Ethics (Code), including these Standards and any amendments to the Code and/or Standard; |
| Comply with all applicable federal securities laws; and |
| Report any violations of the Code including these Standards to his/her Chief Compliance Officer. |
If an individual is only classified as a Supervised Person, and is not also classified as an Access, Covered or Designated Person, as defined in Section III.A. , he/she is not required to report his/her personal securities trading activity to Corporate Compliance and is not subject to the authorized broker-dealer requirements. 9
If you are unsure as to whether you are an Access, Covered, or Supervised Person, contact your Chief Compliance Officer.
All personal trade monitoring requirements outlined in these standards remain in effect while an employee is on leave of absence, disability, or vacation. In certain circumstances when the employee will have no access to Prudential or its systems while on extended leave, the employee may request a temporary suspension from certain standard requirements. The employee must work with the appropriate business unit compliance officer (and management) to document the circumstances and obtain such an exemption. Until such time as an exemption is granted in writing, all standard requirements remain in effect for that employee.
8 Private-Side Associates, a subset of the Covered Person category, as defined under Section VI of these Standards (excluding employees of PGIM Real Estate Finance), are considered Access Persons under the Investment Advisers Act of 1940 due to their access to investment advisory client trading information. These individuals will continue to be called Covered Private-Side Associates under these Standards.
9 Supervised Persons who are Broker-Dealer Registered Representatives are subject to the additional requirements in Section IV .
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C. Trade Reporting Requirements
Covered and Access Persons must promptly report any new bank or brokerage accounts in which securities can be held to the Securities Monitoring Unit, including new account numbers, to ensure that transaction records are sent to the Securities Monitoring Unit. Beginning in 2017, brokerage accounts and mutual fund investment accounts activated in connection with Health Savings Accounts, including Cigna Health Savings Accounts, must be reported to the Securities Monitoring Unit. These accounts are reportable in accordance with the requirements of these Standards.
Employees should disclose account information on the Acknowledgment of the Personal Securities Trading Standards form, to PST.Help@Prudential.com, or complete electronically through FIS Protegent PTA Preclearance which can be accessed by typing PST into your browser. We recommend that you bookmark this link for future use. Monitored associates are required to report new accounts within thirty days of activating the account.
2. Personal and Family Member Accounts
You are required to report, in the manner described above, all securities accounts in which you have a beneficial interest, including the following:
(1) | Personal accounts; |
(2) | Accounts in which your spouse has a beneficial interest; 10 |
(3) | Accounts in which your minor children or any dependent family member has a beneficial interest; 10 |
(4) | Joint or tenant-in-common accounts in which you are a participant; |
(5) | Accounts for which you act as trustee, executor or custodian; |
(6) | Accounts over which you exercise control or have any investment discretion, including accounts of family members and other persons that reside at locations other than your residence; and |
(7) | Accounts of any individual to whose financial support you materially contribute. 11 |
10 Due to applicable laws, employees located in Japan are not required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest.
11 For example, this could include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support. These situations should be reviewed on a case by case basis by the business unit compliance officer or Securities Monitoring Unit.
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3. Accounts in which purchases and sales are limited to open-end mutual funds
Investment Personnel, Access Persons, Public-Side Associates and Private-Side Associates must report new brokerage accounts even if they are limited to open-end mutual funds. However, this requirement does not apply to 401(k) accounts, variable annuities, transfer agency accounts and 529 plans acquired directly from the state. Furthermore, authorized broker-dealer requirements, preclearance, duplicate confirmations and statements are not required for mutual fund only accounts. Additionally, the holdings in mutual fund only accounts do not require disclosure on Personal Securities Holdings Reports.
Some mutual fund companies allow mutual fund shares to be purchased and held directly through the funds transfer agent, rather than through a broker-dealer. Such mutual fund transfer agency accounts, including the underlying transactions and holdings in those accounts, do not need to be reported to Prudential. Additionally, 529 College Savings Plans purchased directly from a state sponsor are not subject to these Standards and do not require disclosure. 12
All Monitored associates are required to complete and sign an annual Acknowledgment Form, attached as Exhibit 2 , identifying and listing the location of all reportable securities accounts, including those held at authorized broker-dealers and those held at non- authorized firms. For the latter, your signature on the Acknowledgement Form will confirm that you have instructed all brokers for such accounts to send duplicate copies of account statements and trade confirmations to the Securities Monitoring Unit. 13 If you are classified as an Access or Covered Person, by signing the annual Acknowledgment Form you are also confirming your obligations of notifying the Securities Monitoring Unit of any changes to your accounts that have been granted exceptions under the authorized broker-dealer requirements. 14 Acknowledgment forms, which are supplied to you electronically by the Securities Monitoring Unit, must be completed annually. 15
12 529 plans purchased through a broker-dealer are reportable; however, 529 plans purchased directly from a state sponsor are not reportable. Investment Personnel, Access Persons and Private-Side Associates are subject to trading restrictions and reporting requirements with respect to certain mutual fund transactions and holdings. See Sections V.D. and VI.F.
13 Duplicate confirmations and statements are not required for accounts in which purchases and sales are limited to open-end mutual funds.
14 Any changes to accounts that have previously been granted exceptions must be reevaluated to determine if the exception is still permitted. This requirement does not apply to accounts in which purchases and sales are limited to open-end mutual funds.
15 If you are a reporting associate, and have not completed an acknowledgment form, please contact the Securities Monitoring Unit.
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4. Authorized Broker-Dealer Requirements
Covered and Access Persons are required to maintain personal securities accounts at an authorized broker-dealer. 16 The authorized firms are:
| Charles Schwab |
| Chase Investor Services Corp (CISC) |
| E*TRADE |
| Fidelity Investments |
| JP Morgan Chase |
| Merrill Lynch |
| Morgan Stanley |
| Pruco Securities |
| Raymond James |
| Scottrade |
| TD Ameritrade |
| UBS Financial Services |
| Wells Fargo Advisors |
Covered and Access Persons should review the Frequently Asked Questions document which is available through FIS Protegent PTA for additional information about each firm. The account types that are subject to the authorized broker-dealer requirements are listed below in Section II.C.2 . Covered and Access Persons must report new accounts within 30 days to the Securities Monitoring Unit, including new account numbers, to ensure that transaction records are sent to Prudential via electronic feed.17
Prudential Financial, Inc. securities held at Computershare Trust Company, N.A. (Computershare) are not required to be transferred.
New Monitored Persons who are subject to this requirement will be required to transfer accounts to an authorized broker-dealer within sixty days of becoming a Covered and/or Access Person. Such Monitored Persons must instruct their brokers to send trading activity (written confirmations and statements) to the Securities Monitoring Unit while they are in the process of transferring their accounts. A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards. New Monitored Persons should disclose all accounts on the Personal Securities Trading Standards Acknowledgement form or by entering them into FIS Protegent PTA Preclearance. We recommend that you bookmark this link for future use. Alternatively, you may send the new account information to PST.help@Prudential.com.
It is recommended that employees subject to preclearance and special restricted lists not enter into limit orders that carry over to the next trading day or maintain margin
16 This requirement does not apply to accounts in which purchases and sales are limited to open-end mutual funds only. It similarly does not apply to employees outside of the U.S. maintaining accounts with foreign broker/dealers.
17 Employees are required to report new accounts within thirty days of activating the account.
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accounts. Transactions triggered by limit orders or margin calls or margin account maintenance fees may result in violations of the Standards.
5. Authorized Broker-Dealer Exceptions
Exceptions to the authorized broker-dealer requirement are limited and should be submitted to the Chief Compliance Officer responsible for your business unit who will submit the request to the appropriate Business Unit or Corporate Department Executive at the Senior Vice President (SVP) level or above for review. 18 Documentation for all exceptions must be forwarded to your business unit compliance officer for review. Exceptions will be evaluated on a case-by-case basis based on the following criteria 19 :
| Accounts held jointly with or accounts for spouses who are subject to the same type of personal trading requirements prior to being subject to these Standards. Employees must provide supporting documentation from their spouses employer to business unit compliance officers. |
| Accounts for which the employee has a formal investment management agreement that provides full discretionary authority to a third party money manager (Discretionary Accounts) further defined in Section II.C.7 . Access and Covered Persons should follow instructions in Section II.C.7 . pertaining to Discretionary Accounts and are not required to receive formal SVP approval under the authorized broker-dealer requirements for Discretionary Accounts. However, employees must submit signed copies of managed account agreements to business unit compliance officers to verify the criteria have been met for the account exception. Note, accounts where trading authorization has been granted to another do not qualify as Discretionary Accounts. |
| Blind trusts and family trusts. A copy of the trust agreement must be submitted to the business unit compliance officer. Trust accounts with multiple trustees, where all trustees do not unanimously support transfer of the account, may be eligible for an exception. 20 |
| Accounts holding non-transferable securities that may not, due to their nature, be liquidated without undue hardship to the employee (new purchases generally will not be permitted.) |
| Direct stock purchase or dividend reinvestment plans that are established directly with a public company or certain limited purpose accounts, such as 401(k) accounts |
18 Exceptions for employees outside the U.S. may be granted by the local Business Unit Head provided that Compliance recommends approval. Compliance recommendations are solely based on criteria provided in these Standards.
19 Additional criteria may be evaluated by business unit compliance officers and Securities Monitoring Unit to grant account exceptions as warranted.
20 Trust accounts for which the employee or other Monitored person is only the grantor and has no decision making capabilities do not need to be disclosed and are not subject to monitoring. Trust accounts for which the monitored person is only the beneficiary must be disclosed to Corporate Compliance, however, these accounts are not subject to monitoring. Additionally, when the monitored person is the trustee of a trust and he/she does not have investment discretion, the trust is not subject to monitoring or the authorized broker dealer requirements.
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and employee stock compensation accounts (Senior Vice President may delegate authority for approving these accounts to the Business Unit Chief Compliance Officer or his/her designee). |
| Accounts of dependent parents for which the Monitored person exercises control or has investment discretion where the account was established prior to the Monitored persons role in managing the account. |
If, at any time, the facts and circumstances have changed regarding an account(s) for which an exception has been previously granted, the employee must promptly notify Compliance and request that the account(s) be reviewed in light of the changed circumstances.
6. Trade Reporting Requirements for Exception Accounts
Even if you are granted an exception to the authorized broker-dealer requirement and are permitted to maintain an account with a broker-dealer who is not authorized, you must direct the brokerage firm(s) that maintain(s) your securities account(s) to send duplicate copies of your trade confirmations and account statements (trading activity) to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards. Remember, accounts maintained at Charles Schwab, Chase Investor Services Corp. (CISC), E*TRADE, Fidelity Investments, JP Morgan Chase, Merrill Lynch, Morgan Stanley, Pruco Securities, Raymond James, Scottrade, TD Ameritrade, UBS Financial Services and Wells Fargo Advisors, as well as Discretionary Accounts and certain trust accounts, are exempt from this requirement.
For employees outside of the United States who are only classified as Designated Persons, accounts established in Japan, Korea, Singapore, Taiwan, and Mexico are exempt from the duplicate statement and confirmation requirement.22 However, Prudential Financial, Inc. securities may not be traded in these accounts. Individuals located in these countries who open or maintain accounts in the United States or in other countries not specifically identified will generally be required to send duplicate statements and confirmations to the Securities Monitoring Unit. Designated Persons located outside of the US should contact the Securities Monitoring Unit or their local compliance officer for guidance.
A Discretionary Account is an account for which the employee has a formal investment management agreement that provides full discretionary authority to a third party money manager (Discretionary Accounts). A Discretionary Account agreement may establish general investment objectives but cannot permit the employee to make specific decisions regarding the purchase or sale of any individual securities for the account and the employee must not in fact influence or control such transactions. If the employee has given discretion to a third party, he or she must not influence or control the account,
21 Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to the FIS Protegent PTA system which Prudential uses for trade monitoring.
22 For accounts established in countries not specifically listed, please contact the Securities Monitoring Unit or your local compliance officer for reporting requirements.
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such as by suggesting purchases or sales of investments, directing transactions, or consulting with the manager regarding allocation of investments in any way that could affect the selection of specific securities.
Designated, Access and Covered Persons must disclose Discretionary Account(s) to the Securities Monitoring Unit and must provide a copy of the executed investment management agreement to the Securities Monitoring Unit for review and approval, however, duplicate statements and trade confirmations for these accounts are not required to be submitted. 23 However, an employee may be asked to provide Compliance with periodic statements for these discretionary accounts.
These employees are required to complete a periodic certification to the effect that they have not suggested or directed purchases and sales of investments to the discretionary manager nor have they consulted with the discretionary manager regarding the allocation of investments in any way that could affect the selection of specific securities. Additionally, they may be asked periodically to discuss the nature of the account with Compliance. Discretionary investment managers will confirm that the employee has not sought (or will not seek) to influence, control, or direct the accounts investments.
8. Reportable Securities Transactions
In general, all securities transactions are reportable by Access and Covered Persons except where noted below:
| Covered Persons, with the exception of Private-Side Associates as defined in Section VI , are not required to report purchases and sales of open-end mutual funds, affiliated variable insurance products and variable annuities, certificates of deposit and certain United States government securities. |
| Investment Personnel, as defined in Section V.B. , Access Persons and Private-Side Associates are not required to report certificates of deposit and certain United States government securities. |
Individuals under these classifications are, however, required to report purchases and sales of affiliated variable insurance products and variable annuities and any underlying sub-account transactions associated with these products, as well as any transactions and holdings of certain open-end mutual funds as described in Section V.D .
23 Employees who are subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934 are required to report transactions in Discretionary Accounts due to their Prudential securities filing obligations. Therefore, employees who maintain Discretionary Accounts at unauthorized broker dealers must provide duplicate statements and trade confirmations.
Section 204 of the Advisers Act requires access persons of a registered investment adviser to report their personal securities holdings and transactions. This rule provides an exemption to these reporting requirements with respect to securities that are held in accounts over which the access person has no direct or indirect influence or control. It is this exemption that permits Prudential employees covered by this rule to maintain managed accounts at brokers other than the Prudential approved brokers, with holdings and trading not required to be reported to Prudential.
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The chart attached as Exhibit 3 identifies the personal securities transactions that are reportable.
9. Confidentiality of Trading Information
The Securities Monitoring Unit uses FIS Protegent PTA which is a third party vendor system that facilitates the surveillance and reporting of personal securities trading information, disclosures, and certifications and reporting. Associates personal data, including personal trading information, is housed on Prudentials own servers behind the Prudential firewall. Only authorized persons within the Prudential Compliance Department have access to this information.
10. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
All employees, including Covered and Access Persons, are prohibited from selling short including short sales against the box, hedging transactions 24 and from participating in any exchange traded Prudential options or futures transactions on any securities issued by Prudential. Non-margin account collateral arrangements are prohibited. Employees may not enter into any arrangement involving the pledge or use as collateral of Company securities, other than a permissible securities brokerage margin account. It is recommended that employees subject to preclearance and special restricted lists not enter into limit orders that carry over to the next trading day or maintain margin accounts. Transactions triggered by limit orders or margin calls or margin account maintenance fees may result in violations of the Standards. Employees classified as Designated Persons are subject to additional restrictions relating to securities issued by Prudential. These requirements are outlined in Section III of these Standards.
11. Code Violations and Sanctions
Access Persons and Supervised Persons are required to promptly report any known violations of the Code or these Standards to the Business Unit Chief Compliance Officer. Reported violations and other exceptions to these Standards detected through internal monitoring will be provided to the Business Unit Chief Compliance Officer or his/her designee and the Personal Securities Trading/Mutual Fund Code of Ethics Committee (Committee). The Committee, comprised of business unit executives, compliance and human resources personnel, will review all violations of these Standards. The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate, which may include monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
24 Includes prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities.
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Additional information and guidance can be found in the following Sections:
Requirements for Designated Person Section III .
Requirements for Associates of Broker Dealers Section IV .
Requirements for Portfolio Management and Trading Units and Registered Investment Advisers Section V .
Requirements for Private Asset Management Units Section VI .
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III. S TANDARDS AND R ESTRICTIONS FOR P ERSONAL T RADING IN S ECURITIES I SSUED BY P RUDENTIAL BY D ESIGNATED P ERSONS
This Section specifically addresses the requirements for those associates who have routine access to material nonpublic information about Prudential. These requirements are consistent with policies of leading financial service firms. Specific standards and procedures relating to Section 16 Insiders are addressed in a separate document, which is available through the Securities Monitoring Unit. The requirements and restrictions covered in this Section apply to all accounts in which a Designated Person has a direct or indirect beneficial interest as described in Section II.C.2 including, but not limited to, accounts for spouses, family members and other persons that reside at locations other than their residence, and accounts for which the Designated Person or his/her family member exercises investment discretion.
A Designated Person is an employee who, during the normal course of his or her job, has routine access to material nonpublic information about Prudential.25 Material nonpublic information may consist of financial or non-financial information about Prudential as a whole or one or more Divisions or Segments. The Vice Presidents (VPs) of Finance for each business unit must identify employees in each unit who have routine access to material nonpublic information about Prudential. It is the responsibility of the VPs of Finance to notify the Securities Monitoring Unit of any changes to this list.
Management of all other business groups and corporate departments are required to identify and inform the Securities Monitoring Unit of any additional employees, who through the performance of their jobs, have regular access to material nonpublic information.
Employees who have been classified as a Designated Person, but believe that they do not have access to material nonpublic information, may request an exception to or reclassification under this requirement. Requests should be forwarded to the business unit compliance officer or Securities Monitoring Unit, who in consultation with the Law Department, will review and facilitate the request. Certain exceptions must be approved by Prudentials General Counsel.
25 In certain circumstances temporary workers, consultants or independent contractors may be subject to certain aspects of these Standards based on their access to confidential information.
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B. Specific Trading Requirements
All employees are prohibited from trading Prudential securities while in possession of material nonpublic information regarding the Company.26 For purposes of these Standards, all requirements and restrictions relating to Prudential securities include, but are not limited to common stock, bonds (including convertible bonds), the Prudential Financial, Inc. Common Stock Fund (PFI Common Stock Fund), employee stock options, restricted stock, restricted stock units, performance shares, performance units, exchange traded or other options and Prudential Financial single stock futures. All employees, including Designated Persons, are prohibited from selling short including short sales against the box, hedging transactions27 and from participating in any exchange traded Prudential options or futures transactions on any security issued by Prudential. Non-margin account collateral arrangements are prohibited. Employees may not enter into any arrangement involving the pledge or use as collateral of Company securities, other than a permissible securities brokerage margin account. It is recommended that employees subject to preclearance and special restricted lists not enter into limit orders that carry over to the next trading day or maintain margin accounts. Transactions triggered by limit orders or margin calls or margin account maintenance fees may result in violations of the Standards. Employees are also discouraged from engaging in speculative transactions in Prudential securities and are encouraged to hold Prudential securities for long-term investment.
Designated Persons may only trade Prudential securities (PRU) during open trading windows. Designated Persons at levels 1 through 6 and pay grades 56A and 560, as well as Designated Persons of QMA, are required to preclear all transactions in Prudential securities through the Securities Monitoring Unit prior to execution.28 This requirement excludes transactions in Prudential mutual funds and annuities. Trades will be approved only during open trading windows.
All Designated Persons are subject to the general prohibition relating to short sales and options transactions on Prudential securities. These restrictions apply to all accounts in which a Designated Person has a direct or indirect beneficial interest as described in Section II.C.2 including, but not limited to, accounts for spouses, family members and other persons that reside at locations other than their residence, and accounts for which the Designated Person or his/her family member exercises investment discretion.
1. Brokerage Account Requirements for Designated Persons
Designated Persons are required to hold and trade Prudential securities (PRU) only at an authorized broker-dealer. The authorized firms are Charles Schwab, Chase Investor
26 Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.
27 Includes prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities.
28 Transactions executed pursuant to a Company precleared Individual Trading Plan are not required to be individually precleared. However, the Individual Trading Plan itself must be precleared in accordance with Company standards.
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Services Corp. (CISC), E*TRADE, Fidelity Investments, JP Morgan Chase, Merrill Lynch, Morgan Stanley, Pruco Securities, Raymond James, Scottrade, TD Ameritrade, UBS Financial Services and Wells Fargo Advisors. In addition, the PFI Common Stock Fund may be held in Prudential Employee Savings Plan (PESP) or Prudential Deferred Compensation Plan accounts. Designated Persons should review the Frequently Asked Questions document which is available through FIS Protegent PTA. This requirement applies to accounts for you, your family members, or accounts in which you have a beneficial interest or over which you have trading authority. See Section II.C.2. for a complete list of applicable accounts. If you are a Designated Person, and not a Covered Person or an Access Person as defined in Section II.B. , you may maintain your accounts at non-authorized broker-dealers for your non-PRU positions. Discretionary Accounts, as defined in Section II.C.7. , must be disclosed to the Securities Monitoring Unit and Designated Persons must provide a copy of the signed Discretionary Account agreement to the Securities Monitoring Unit for review and approval.
While PRU stock held by you at Computershare is subject to the provisions of these Standards (e.g., transactions are subject to preclearance and trading window requirements), Designated Persons are not required to transfer PRU positions held at Computershare to an authorized broker-dealer.
2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers
Certain Designated Persons (see table below) who maintain brokerage or certain trust accounts with brokerage firms (for their non-PRU positions) other than the authorized broker-dealers listed in Section III.B.1. above must direct the brokerage firm(s) to send duplicate copies of trade confirmations and account statements to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards. Duplicate statements and trade confirmations are not required for Discretionary Accounts.
Designated Persons (DPs) Who Must Send Duplicate Confirms and Statements
Type of Designated Person (DP) |
Direct unauthorized brokerage firms to send duplicate copies of trade confirmations and account statements |
|
DPs associated with a broker- dealer (e.g. PRUCO, PAD, PIMS)
|
Yes | |
DPs Levels 1-6 (and pay grades 56A and 560)
|
Yes | |
DPs Levels 7 and below (those NOT associated with a broker-dealer e.g. PRUCO, PAD, PIMS)
|
No |
29 Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to FIS Protegent PTA. For accounts held at unauthorized firms, other than Discretionary Accounts and certain trust accounts, the Securities Monitoring Unit must receive paper copies of all confirms and monthly statements.
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Designated Persons must report new accounts promptly to the Securities Monitoring Unit, including new account numbers, to ensure that transaction records are sent to the Securities Monitoring Unit. 30
4. Trading Windows/Blackout Periods
Designated Persons are permitted to trade in Prudential securities only during open trading windows. 31 In addition, sales of stock acquired by participating in the Prudential Stock Purchase Plan (PSPP) can be made only during an open trading window and are subject to preclearance by Designated Persons at levels 1 through 6 and pay grades 56A and 560, as well as Designated Persons of QMA. See Section III.B.5. below.
Approximately 48 hours after the Company releases its quarterly earnings to the public, the trading window generally opens and generally will remain open until approximately two weeks before the end of each quarter. In addition, the Company may notify Designated Persons regarding unscheduled blackout periods. For example, in the event the Company decides to make an unscheduled announcement (e.g., a pre quarter-end earnings estimate), Prudential may restrict trading activity during a normally permissible trading window. The Securities Monitoring Unit will notify Designated Persons of the opening of trading windows and the commencement of blackout periods via e-mail. Preclearances, where required, will only be approved weekdays from 6:00 AM through 4:00 PM EST.
5. Preclearance of Trading in Prudential Securities
Designated Persons at levels 1 through 6 and pay grades 56A and 560, as well as Designated Persons of QMA, are required to preclear all transactions in Prudential securities, including equity and debt securities, through the Securities Monitoring Unit. 32,33 These Designated Persons should submit requests electronically through the FIS Protegent PTA Preclearance Intranet site which can be accessed by typing PST into your browser(we recommend that you bookmark this link for future use). Since FIS Protegent PTA accommodates single sign on, no additional logging in will be necessary. All approved transactions are valid until the close of the market on the day in which preclearance is granted. Designated Persons located outside of North or South America are granted approval for two business days including the date preclearance is granted,
30 Monitored Persons are expected to report new accounts within thirty days of activating the account.
31 Trades executed pursuant to a Company precleared Individual Trading Plan need not be individually precleared and may be made in accordance with the terms of the Individual Trading Plan either during open trading windows or blackout periods.
32 Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.
33 Monitored Persons are expected to report new accounts within thirty days of activating the account.
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however, trades must be executed before the trading window closes.34 Therefore, Designated Persons may not enter into good until cancelled or limit orders involving Prudential securities that carry over until the next trading day. (See Exhibit 7 for sample FIS Protegent PTA Preclearance Request Form.)
Transactions that require preclearance include, but are not limited to, the following:
| Open market transactions through a broker-dealer; |
| Prudential securities transactions executed in Computershare accounts; |
| Gifts received or given; |
| Stock option exercises; |
| Sales of restricted stock, restricted stock units, performance shares and performance units; |
| PESP and Deferred Compensation Plan Company Stock Fund transactions. For more details relating to PESP transactions that are subject to this requirement see Exhibit 4 ; |
| Prudential Stock Purchase Plan (PSPP) transactions. Sales of shares of Prudential stock that have accumulated in your account under the PSPP are permitted during an open trading window. |
6. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
All employees are prohibited from selling short including short sales against the box, hedging transactions 35 and from participating in any exchange traded Prudential options or futures transactions on any security issued by Prudential. Non-margin account collateral arrangements are prohibited. Employees may not enter into any arrangement involving the pledge or use as collateral of Company securities, other than a permissible securities brokerage margin account. It is recommended that employees subject to preclearance and special restricted lists not maintain margin accounts. Transactions triggered by margin calls or maintenance fees may result in violations of the Standards. In addition, Designated Persons are prohibited from exercising and selling their employee stock options during a blackout period. As a result, some controls have been established to prevent employee stock option exercises during closed trading windows such as blocks on Designated Persons established at E*Trade, preventing a trade in Prudential common stock from occurring during a closed trading window. However, there are currently no blocking capabilities in place during blackout periods to prevent transactions relating to your PSPP related sales as described above. When no blocking system exists or if a blocking system fails, the employee is still responsible for adherence to these Standards.
34 In addition, Designated Persons located in the United Kingdom (UK) will be permitted additional time to complete exercises of Prudential employee stock options due to the settlement requirements within the UK, provided that the exercise is submitted within two days of receiving preclearance approval.
35 Includes prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities.
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Certain controls have been established to prevent trading activity in the PFI Common Stock Fund within PESP during closed trading periods. Additionally, loans and in-service distributions are processed from sources other than the PFI Common Stock Fund and therefore are permitted during closed trading windows; however, repayments may or may not be permitted during a closed window. Remember, it is the Designated Persons obligation to comply with these Standards including the preclearance and trading window requirements. If a blocking system fails, the employee remains responsible (for a violation of these Standards). See Exhibit 4 for more details.
C. Supervisory Responsibilities
The VPs of Finance, in conjunction with the Business Unit and Department Heads or their designees, are responsible for identifying changes to the Designated Persons list in their areas and informing the Securities Monitoring Unit, and, with the Securities Monitoring Unit, facilitating employee understanding of and conformity with these Standards. The trade monitoring process is conducted by the Securities Monitoring Unit with matters brought to the attention of Business Unit/Department Head management as needed.
D. Violations of these Standards
Violations or other exceptions to Section III of these Standards including the preclearance and trading window requirements are reviewed by the Designated Persons and Pension Risk Transfer Personal Trading Standards Committee. 36 Violations or exceptions that may result in disciplinary action, other than an educational reminder, will be resolved with the employees supervisor. Individuals who do not comply with these Standards are subject to disciplinary action that may include fines, as permitted by law, or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
36 Section 16 Insider policy exceptions are addressed in the Reporting Responsibilities and Procedures for Section 16 Officers and Control Persons of Prudential policy (Section 16 Policy). A similar policy also exists for Section 16 Directors.
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IV. T RADING R ESTRICTIONS FOR A SSOCIATES OF B ROKER -D EALERS
A. Trade Monitoring for Associated Persons of a Broker-Dealer
Prudential has three broker-dealers, Pruco Securities, LLC (Pruco), Prudential Investment Management Services, LLC (PIMS) and Prudential Annuities Distributors, Inc. (PAD), referred to collectively as Broker-Dealers under this Section.
PIMS and PAD are limited broker-dealers whose primary business is restricted to the facilitation of customer orders in and distribution of Prudential mutual funds and annuities. In addition, PAD offers 529 plan interests and PIMS is a discount broker- dealer that offers brokerage accounts and Individual Retirement Accounts (IRAs) to roll over customers who were formerly retirement plan participants serviced by Prudential Retirement. Investments offered include mutual funds, stocks, bonds and municipal securities.
Unlike other Prudential businesses that are subject to the personal trade monitoring system, the nature and scope of the PIMS and PAD Broker-Dealers businesses are such that their Associated Persons do not have access to material nonpublic information concerning publicly traded securities through their association with the broker-dealer.37, Accordingly, PIMS and PAD Broker-Dealer associates are generally not required to participate in FIS Protegent PTA. However, pursuant to SEC and FINRA regulations, Broker-Dealer Associated Persons must comply with the reporting requirements listed below.39 In addition, certain officers and Registered Representatives of Pruco, which is also a federally registered investment adviser, have been identified as Supervised Persons, as defined in Section II.B. The requirements for Supervised Persons are also outlined below in Section IV.A.3.
Pruco is a dually registered broker-dealer and investment adviser. As an investment adviser, Pruco acts as the sponsor of three wrap fee advisory programs, namely PruChoice, a non-discretionary mutual fund program; Managed Assets Consulting Services (MACS), a discretionary program, and PruStrategist Portfolios Program (PSP). Pruco also offers fee-based financial planning services.
Pruco also offers Exchange Traded Funds (ETFs) across its wrap fee programs.
37 Associated Person means any officer, director or branch manager (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with the broker-dealer, any employee of the broker-dealer or individuals performing covered functions under the Operations Professional rule 1230 (b)(6), except someone whose functions are solely clerical or ministerial. All Registered Representatives are Associated Persons.
38 Certain PIMS personnel employed by portfolio management units may be subject to the personal securities trading restrictions set forth in Section V . due to their association with portfolio management activities in addition to the restrictions set forth in this Section.
39 PAD Associated Persons follow policies and procedures outlined in PADs compliance manual that are generally consistent with the requirements of this Section.
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ETFs are classified as Reportable Securities. Those Pruco IARs who are permitted to recommend the purchase and sale of ETFs are deemed Access Persons, as that term is defined in Section II.B., subjecting them to Prudentials personal brokerage reporting and trade monitoring requirements, as outlined in Sections II.A. and II.C., and trading restrictions outlined in Section V.S.
Pruco IARs, whether or not they have ETF recommendation authority, are deemed Supervised Persons, as that term is defined in Section II.B.
CLASSIFICATION | SCOPE OF AUTHORITY | |
Supervised Person | Applies to all Pruco IARs and others as defined in these Standards | |
Access Person | Applies only to those Pruco IARs with authority to recommend the purchase and sale of ETFs | |
Associated Person | Applies to Pruco RRs and others as defined in these Standards |
1. Notification Requirements for Personal Securities Accounts
In accordance with NASD Rule 3050, Broker-Dealer Associated Persons (Associated Persons) must notify the Broker-Dealer to which they are associated, in writing, prior to opening an account at another broker-dealer, and must notify the Broker-Dealer of any accounts opened prior to becoming an Associated Person. Associated Persons must also notify broker-dealers, prior to opening such accounts, that they are an Associated Person of a broker-dealer. However, if the account was established prior to the association of the person with the Broker-Dealer, the Associated Person must notify the broker-dealer in writing promptly after becoming so associated.
These notification requirements apply to all personal securities accounts of Associated Persons and any securities accounts over which they have discretionary authority.
Associated Persons are not required to report accounts that are limited to the following types of investments: (1) mutual funds; (2) variable life and variable annuity contracts; (3) unit investment trusts; (4) certificates of deposit; (5) 529 Plans; and (6) money market fund accounts. 40
2. Periodic Compliance Training and Sign-off
The NASD/NYSE Joint Memorandum on Information Barriers and Procedures (NASD Notice to Members 91-45) provides that firms that do not conduct investment banking research or arbitrage activities still must have reasonable procedures for the education and training of its associates about insider trading in order to be in compliance with ITSFEA. Annually, all Registered Representatives are required to sign a statement affirming that they have read and understand the policy concerning insider trading as
40 Associated persons who are also Access Persons and/or Private-Side Associates are required to report certain mutual fund transactions and holdings and purchases of certain variable-life and variable-annuity contracts and sub-account transactions, as described in Sections V.D. and VI.F.
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described in the Broker-Dealers compliance manual and as set forth in Prudentials Standards On Insider Trading contained in Section I of these Standards.
3. Requirement for Supervised Persons
Certain Pruco officers and Registered Representatives involved in investment advisory activity have been classified as Supervised Persons.41 Supervised Persons are subject to the following additional requirements:
| Acknowledge receipt of their Investment Adviser Code of Ethics (Code), including these Standards and any amendments to the Code and/or Standards; |
| Comply with all applicable federal securities laws; and |
| Report any violations of the Code including these Standards to his/her Chief Compliance Officer or the Securities Monitoring Unit. |
If an individual is only classified as a Supervised Person, and is not also classified as an Access, Covered, or Designated Person, he/she is not required to report his/her personal securities trading activity to Corporate Compliance and is not subject to the authorized broker-dealer requirements outlined in Section II . However, these individuals are still subject to the notification requirements outlined in Section IV.A.1 .
B. Restrictions on the Purchase and Sale of Initial Equity Public Offerings
FINRA Rule 5130 prohibits broker-dealers from purchasing or retaining new issues in their own accounts and from selling new issues to a restricted person. Restricted persons are defined as directors, officers, general partners, employees, associated persons and agents engaged in the investment banking or securities business of any broker-dealer. New Issues are any initial public offerings of an equity security.
This basic prohibition also covers sales of new issues to accounts in which any restricted person may have a beneficial interest and, with limited exceptions, to members of the immediate family of such persons. A Restricted Person is permitted to have an interest in an account that purchases new issues (i.e., collective investment accounts including hedge funds, investment partnerships, investment corporations, etc.) provided that the beneficial interests of all restricted persons do not in aggregate exceed 10% of the total account.
The overall purpose of this prohibition is to protect the integrity of the public offering process by requiring that FINRA members make a bona-fide public distribution of securities by not withholding such securities for their own benefit or using the securities to reward other persons who are in a position to direct future business to the firm.
41 The Securities Monitoring Unit will notify all individuals who are classified as Supervised Persons.
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To ensure compliance with this Rule, Associated Persons of Prudentials Broker-Dealers are prohibited from purchasing securities in any public offerings of equity securities, except as noted below.
The FINRA Rule and these Standards apply to all public offerings of equity securities, whether or not the above broker-dealers are participating in the offering. However, the prohibitions do not apply to purchases of public offerings of investment grade asset- backed securities, open-end mutual funds, closed-end mutual funds, preferred securities, convertible securities or any debt securities, including but not limited to municipal or government securities.
Which accounts are restricted:
Accounts of all Associated Persons of the above broker-dealers and their immediate families are restricted from purchasing equity public offerings of securities. The term immediate family includes parents, mother-in-law, father-in-law, spouse, siblings, brother-in-law, sisters-in-law, children and their spouses, or any other person who is supported (directly or indirectly) to a material extent by the Associated Person.
The prohibition does not apply to sales to a member of the Associated Persons immediate family who is not supported directly or indirectly to a material extent by the associate, if the sale is by a broker-dealer other than that employing the restricted person and the restricted person has no ability to control the allocation of the new issue. For information on this exception, please contact your broker-dealer compliance officer.
In order to review private placement transactions in relation to certain conflicts of interest that may arise, all associates of Prudentials Broker-Dealers must notify their broker-dealer, in writing, and obtain written approval from the broker-dealer, prior to engaging in any private placement transactions, including purchases and sales of limited partnership interests. Such notification should be made to the compliance officer for the broker-dealer or the compliance officers designee who will be responsible for approving the private placement transaction. 42 For associates who are subject to preclearance, the preclearance form will satisfy the notification requirement.
D. Code Violations and Sanctions
Access Persons and Supervised Persons are required to promptly report any known violations of the Code or these Standards to the Business Unit Chief Compliance Officer. Reported violations and other exceptions to these Standards detected through internal monitoring will be provided to the Business Unit Chief Compliance Officer or his/her designee and the Personal Securities Trading/Mutual Fund Code of Ethics Committee
42 For PIMS Registered Representatives, approval may be granted by the appropriate business unit compliance officer, in conjunction with that units policies and procedures. This review may serve as notification to and review by the broker-dealer.
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(Committee). The Committee, generally comprised of business unit executives, compliance and human resources personnel, will review all violations of these Standards. The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate, which may include monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
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V. T RADING R ESTRICTIONS FOR P ORTFOLIO M ANAGEMENT AND T RADING U NITS AND R EGISTERED I NVESTMENT A DVISERS
The Investment Advisers Act of 1940 (Advisers Act) and the Investment Company Act of 1940 (Investment Company Act) govern activities of officers, directors and employees of registered investment advisers and advisers who manage registered investment companies, respectively. These rules set forth specific requirements relating to conflicts of interest and personal securities trading activity.
Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing fiduciary principles that govern the conduct of investment advisory firms and their personnel. In addition, the code must set forth specific requirements relating to personal trading activity including reporting transactions and holdings.
Generally, the code of ethics applies to all Supervised Persons of the adviser, including all Access Persons of the adviser. The Investment Adviser Code of Ethics (Code), as adopted by Prudentials registered investment advisers, includes the Personal Securities Trading Standards and the U. S. Information Barrier Standards. Employees identified as Supervised Persons must comply with the Code, including these Standards. 43 Compliance is responsible for notifying each individual who is subject to the Code.
2. Investment Company Act Requirements
Rule 17(j) under the Investment Company Act requires that every investment company adopt procedures designed to prevent improper personal trading by investment company personnel. Rule 17(j) was created to prevent conflicts of interest between investment company personnel and shareholders, to promote shareholder value, and to prevent investment company personnel from profiting from their access to proprietary information.
Set forth below are procedures applicable to portfolio management and investment management units and certain associates outside the specific business unit who provide direct support to these units. These procedures are designed to comply with the rules set forth above and industry best practices. 4 5
43 Generally, Private-Side Associates are also considered Access Persons under the Investment Advisers Act of 1940. See Section VI for information on the requirements for Private-Side Associates.
44 Certain PIMS personnel employed by portfolio management units may be subject to the personal securities trading restrictions set forth in this section due to their association with portfolio management activities in addition to the restrictions set forth in Section IV .
45 Certain international units may also be subject to the requirements of this Section. Individuals should consult the applicable business unit compliance officer for additional information.
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The following terms are defined for purposes of these Standards:
| Access Persons, as defined in Section II.B. , include employees or officers of a mutual fund or investment adviser, who, in connection with their normal responsibilities, make, participate in, or have access to current or pending information regarding the purchase or sale of a security by the Complex (Complex defined below) or nonpublic portfolio holdings of mutual funds. |
| Investment Personnel are Access Persons who are public-side portfolio managers, analysts, traders, or certain other individuals as designated by the compliance officer. Note: Investment Personnel from PIs Strategic Investment Research Group (SIRG) are subject to slightly different requirements with respect to Initial Public Offerings and Short Term Trading Profit provisions. These requirements are expressly noted in these sections. |
| A pending buy or sell order exists when a decision to purchase or sell a security has been made and communicated. |
| The Complex includes all portfolios managed by the business unit or group of units to which an individual is deemed to have access. |
Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudentials values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient. Management must make the Companys ethical standards clear. At every level, associates must set the right example in their daily conduct. Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.
All Access Persons must act in accordance with the following general principles:
| It is their duty at all times to place the interests of investment company shareholders and other investment advisory clients first. |
| Access Persons should scrupulously avoid serving their own personal interests ahead of clients interests in any decision relating to their personal investments. |
| All personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility. |
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| Access Persons must not only seek to achieve technical compliance with these Standards, but should strive to abide by the spirit and the principles articulated herein. |
Example:
An appearance of a conflict of interest may occur if, following a meeting with a representative of an issuer, an analyst buys the issuers securities for his or her personal account, but does not recommend his or her client purchase such securities.
| Access Persons may not take inappropriate advantage of their positions. |
| Access Persons must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders or clients, including, but not limited to the receipt of unusual investment opportunities, perquisites or gifts from persons doing or seeking business with their portfolios. |
| Access Persons may not bunch a personal order with a client order. |
| Access Persons may not conduct personal business with brokers who execute trades for their portfolios. |
D. Mutual Fund Reporting and Trading Restrictions
Investment Personnel and Access Persons are prohibited from market timing any proprietary mutual funds, as well as non-proprietary funds subadvised by Prudential, and must comply with any trading restrictions established by Prudential and its clients to prevent market timing of these funds.
To deter the market timing in proprietary and non-proprietary funds subadvised by Prudential, Investment Personnel and certain officers of PGIM and PGIM Investments LLC are required to hold all proprietary and certain non-proprietary subadvised mutual funds for a period of sixty days. Investment Persons and Access Persons are also required to report mutual fund transactions covered under these Standards as described below.
Investment Personnel and certain PGIM, PGIM Investments, and AST Investment Services, Inc. (ASTIS) officers and/or employees are required to hold proprietary and certain non-proprietary subadvised mutual funds, excluding money market funds and the PESP Fixed Rate Fund, for a period of at least sixty days.46,47 Proprietary funds include PGIM Investments, Advanced Series Trust, Prudential Series Fund, Target, and Variable Contract Accounts 2, 10, and 11. Non-proprietary subadvised funds are defined in
46 PGIM employees are identified by the President of PGIM in consultation with the PGIM Chief Compliance Officer. PGIM Investments and ASTIS employees are identified by the Presidents of PGIM Investments and ASTIS, in consultation with the PI/ASTIS Chief Compliance Officer. The Chief Compliance Officers will be responsible for maintaining the list and submitting any changes to the Securities Monitoring Unit.
47 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officer.
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Exhibit 8 . Specifically, Investment Personnel and certain PGIM and PGIM Investments employees are prohibited from executing a purchase and a sale of the same proprietary or certain non-proprietary subadvised mutual fund during any sixty day period. 48 This restriction applies to accounts for which Investment Personnel and certain PGIM and PGIM Investments employees have a direct or indirect beneficial interest, including household members. See Section II.C. Profits realized on such transactions must be disgorged to the applicable mutual fund or client, or as otherwise deemed appropriate by the Committee. 49
2. Standards Relating to Reporting and Trading Mutual Funds
Access Persons are required to report all transactions in proprietary and certain non- proprietary subadvised mutual funds. 50 This requirement applies to accounts for which Access Persons have a direct or indirect beneficial interest, including household members. Transactions in proprietary funds that are held directly at the transfer agency (Prudential Mutual Fund Services, LLC) are monitored by the Securities Monitoring Unit via electronic feed and therefore, employees are not required to independently report such transactions. See Section II.C.
Access Persons may hold and trade proprietary and certain non-proprietary subadvised mutual funds only through one of the authorized broker-dealers, directly with Prudential Mutual Fund Services (PMFS), the Prudential Employee Savings Plan (PESP), or the Jennison Associates (Jennison) Savings Plan. 51 However, non-proprietary subadvised funds may be traded directly with the fund provided that duplicate account statements and trade confirmations are sent directly to the Securities Monitoring Unit, Compliance Department. For certain non-proprietary subadvised funds, Access Persons must notify fund complexes within ten business days of receipt of these Standards requesting that duplicate statements and confirmations be forwarded to the Securities Monitoring Unit. Investment elections or transactions executed in the executive deferred compensation plans are not subject to this requirement. 52
Investment Personnel and Access Persons must notify the Securities Monitoring Unit of all mutual fund accounts. This includes accounts of all household members, 401(k) Plans
48 For the Prudential Employee Savings Plan and the Jennison Associates Savings Plan, only exchanges of proprietary and non-proprietary subadvised funds are subject to the sixty-day holding period. Transactions due to automatic payroll deductions, company match, hardship withdrawals, loans and automatic rebalancing transactions are exempt from this requirement.
49 Discipline and sanctions relating to violations occurring in the Prudential Employee Savings Plan or the Jennison Associates Savings Plan will be determined by the Personal Securities Trading/Mutual Fund Code of Ethics Committee.
50 Certain international units may also be subject to the requirements of this Section. Individuals should consult the applicable business unit compliance officer for additional information.
51 Mutual fund transactions executed through PMFS, PESP and the Jennison Associates Savings Plan will be sent to Compliance through a daily electronic trading feed.
52 Prudentials deferred compensation plans (including The Prudential Insurance Company of America Deferred Compensation Plan, the Amended and Restated American Skandia Lifestyle Security Plan, and the Trust Agreement between Jennison Associates LLC and Wachovia Bank, N.A.) are notional plans; therefore, they are not susceptible to market timing. As a consequence, transactions in these plans are exempt from both the sixty- day holding period and reporting requirements.
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held at other companies, variable insurance products and annuities held directly with the fund or through another company or service provider for all proprietary and certain non- proprietary subadvised mutual funds.53 In addition, Investment Personnel and Access Persons must contact these funds to request that duplicate statements and confirmations of mutual fund trading activity be sent to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards.
E. Additional Trading Restrictions for Access and Investment Personnel of PGIM Fixed Income (FI), Quantitative Management Associates LLC (QMA), PGIM Real Estate Global Real Estate Securities (GRES), AST Investment Services, Inc. (ASTIS), PGIM Global Partners, PGIM Investments LLC 54 .
The following restrictions and requirements apply to all accounts in which Access Persons and Investment Personnel have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.2.
Investment Personnel, excluding SIRGs Investment Personnel, are prohibited from purchasing initial public offerings of securities.55 Access Persons and SIRGs Investment Personnel must obtain preclearance prior to purchasing initial public offerings of securities. For purposes of these Standards, initial public offerings of securities do not include offerings of government or municipal securities.
Investment Personnel and Access Persons are prohibited from acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the local business unit head in consultation with the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved.
Investment Personnel must disclose their private placement holdings to the business unit compliance officer and the business units chief investment officer when the Investment Personnel play a part in the consideration of any investment by the portfolio in the issuer. In such circumstances, the portfolios decision to purchase securities of the issuer will be subject to independent review by appropriate personnel with no personal interest in the issuer.
53 Certain exceptions may be granted for the proprietary and non-proprietary mutual fund reporting and holding requirements where funds are held in 401(k) Plans and variable insurance and annuity products held through companies other than Prudential, the fund transfer agent or one of the authorized broker-dealers. Access and Investment Persons should contact their local compliance officer to disclose these accounts and request an exception.
54 GRES employees are also subject to certain trading restrictions covered under Section VI of these Standards.
55 Investment Persons must preclear the purchase or sale of a new issue once it begins trading on an exchange.
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Access Persons are prohibited from knowingly executing a securities transaction on a day during which any portfolio in their Complex has a pending buy or sell order in the same or an equivalent security and until such time as that order is executed or withdrawn.56 This prohibition will not apply to purchases and sales executed in a fund or portfolio that replicates a broad based securities market index. Transactions inadvertently executed by an Access Person during a blackout period will not be considered a violation and disgorgement will not be required provided that the transaction was effected in accordance with the preclearance procedures applicable to such person under the Standards and without prior knowledge of any pending purchase or sale orders in the Complex in the same or equivalent security.
Investment Personnel are prohibited from knowingly buying or selling a security within seven calendar days before or after a portfolio in their Complex trades in the same or an equivalent security. Nevertheless, a personal trade by any Investment Personnel shall not prevent a portfolio in the same business unit from trading in the same or an equivalent security. However, such a transaction shall be subject to independent review by their business unit compliance officer.57 This prohibition will not apply to purchases and sales executed in a fund or portfolio that replicates a broad based securities market index.
Profits realized on transactions that are executed during blackout periods may be required to be disgorged. All disgorged profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held or traded.
Investment Personnel, excluding SIRGs Investment Personnel, are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent security within any sixty calendar day period.58 SIRGs Investment Personnel are prohibited from profiting from a purchase and sale, or sale and purchase of the same or equivalent exchange traded fund within any sixty calendar day period. In keeping with the spirit of this restriction, Investment Personnel should not engage in options or other derivative strategies, even if intended solely to generate option premium income, that lead to the exercise or assignment of securities that would result in a prohibited transaction, i.e., writing a short call or buying a long put with an expiration date of less than sixty days. Any such transaction would be considered as turnover within the sixty day period and will result in a violation of these Standards. Investments in derivatives offer a variety of alternative investment strategies and it is incumbent upon the investor to understand the potential outcomes of using derivatives and to take into account whether a violation of these Standards may occur. Profits realized on such proscribed
56 There is no presumption that Access Persons have knowledge of actual trading activity.
57 Properly precleared personal trades executed within seven days prior to a portfolio trading will be presumed not violative of the seven day rule provided there was no additional evidence to the contrary.
58 Transactions resulting in a loss are not subject to this prohibition; however, preclearance approval is still required.
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trades must be disgorged. All disgorged profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held. 59
Access Persons may not sell any security short which is owned by any portfolio managed by the business unit with the exception of short sales against the box. A short sale against the box refers to a short sale when the seller owns an equivalent amount of the same securities. However, employees may not sell short Prudential securities under any circumstances.
Access Persons may not write naked call options or buy naked put options on a security owned by any portfolio managed by the business unit. Access Persons may purchase options on securities not traded by any portfolio managed by the business unit, or purchase call options or write put options on securities owned by any portfolio managed by the business unit, subject to preclearance and the same restrictions applicable to other securities. Access Persons may write covered call options or buy covered put options on a security owned by any portfolio managed by the business unit at the discretion of the business unit compliance officer. However, Investment Personnel should keep in mind that the short-term trading profit rule might affect their ability to close out an option position at a profit.
To avoid perceived or actual conflicts inherent in managing client assets, the personal trading of Investments Persons must not be opposed to the prevailing strategy they employ on behalf of clients. Consequently, Investment Persons are prohibited from effecting trades in securities also held in portfolio(s) they manage, where such trades represent an investment view that is inconsistent with the strategy then employed for their clients.
Access Persons and Investment Persons may not participate in investment clubs.
G. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
All employees, including Access Persons, are prohibited from selling short including short sales against the box, hedging transactions60 and from participating in any exchange traded options or futures transactions on any Prudential securities. Employees
59 Purchases of Prudential stock automatically executed under PSPP are exempt from the short-swing profit restrictions. However, PSPP sales of Prudential stock are subject to the short-swing profit restrictions for employees of QMA and its support functions.
60 Includes prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities.
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classified as Designated Persons are subject to additional restrictions relating to securities issued by Prudential. Non-margin account collateral arrangements are prohibited. Employees may not enter into any arrangement involving the pledge or use as collateral of Company securities, other than a permissible securities brokerage margin account. It is recommended that employees subject to preclearance and special restricted lists not enter into limit orders that carry over to the next trading day or maintain margin accounts. Transactions triggered by limit orders or margin calls or margin account maintenance fees may result in violations of the Standards. These requirements are outlined in Section III of these Standards.
Access and Investment Persons of FI, QMA, PGIM Global Partners, ASTIS, GRES and PGIM Investments must preclear all personal securities transactions with the exception of those identified in Section V.I. below. 61,62 See also Exhibit 3 for a list of securities transactions requiring preclearance. Preclearance is also not required for both proprietary and non-proprietary subadvised mutual funds. All requests for preclearance are submitted to the business unit compliance officer for approval using the FIS Protegent PTA automated preclearance website which can be accessed by typing PST into your browser. We recommend that you bookmark this link for future use. 63,64
All approved orders must be executed by the close of business on the day in which preclearance is granted; provided however that approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted by the Access Person.
The following exemptions apply to the blackout periods, short-term trading profit rule, preclearance requirements and mutual fund sixty-day holding period as noted below. 65
61 For Access and Investment Persons, PSPP elections and purchases are exempt from preclearance. However, Designated Persons are subject to additional restrictions relating to PSPP. See Section III.B.5 . for more details.
62 As part of the preclearance process, Compliance will review the preclearance requests against the appropriate restricted lists that apply to the individual.
63 Paper preclearance forms may be used for international units and in certain hardship cases. Paper Forms are available from the business unit compliance officer.
64 Access Persons preclearance forms are submitted to the business unit compliance officer of the Complex to which they are deemed to have access via FIS Protegent PTA.
65 In addition to the examples listed in the grid, exceptions by Prior Written Approval may be available in certain circumstances. This may include, purchases or sales of securities which receive prior written approval of the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved and that such purchases or sales are not likely to have any economic impact on any portfolio in the business unit or on its ability to purchase or sell securities of the same class or other securities of the same issuer. For purposes of the mutual fund sixty-day holding period, only certain limited exceptions will be approved including, but not limited to, hardships and extended disability and must be approved by the Business Unit Head and the PGIM Chief Compliance Officer prior to execution. For purposes of these Standards, Business Unit Head is defined as the executive in charge of PGIM Fixed Income ,
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Type of Account/Security |
Short Swing Profit Rule |
Blackout Periods |
Preclearance 66 |
Mutual Fund 60- Day Holding Period |
||||
Ineligible Securities 67 | Not Applicable | Not Applicable | Required | Applies | ||||
Exercise of rights issued by an issuer 68 |
Not Applicable | Not Applicable | Required | Applies | ||||
De Minimis Transactions:
1)Any trades, or series of trades effected over a 30 calendar day period, involving 500 shares or less in each direction (purchase or sale) of an equity security, if the Access Person has no prior knowledge of activity in such security by any portfolio in the business unit. 69 2)Any fixed-income securities transaction, or series of related transactions effected over a 30 calendar day period, involving 100 units ($100,000 principal amount) or less in each direction (purchase or sale), if the Access Person has no prior knowledge of transactions in such security by any portfolio in the business unit. |
Not Applicable | Not Applicable |
Required |
Applies |
||||
Discretionary Accounts 70 |
Not Applicable | Not Applicable |
Not Required |
QMA, Jennison, PI or his/her delegate. Delegation of this responsibility must be done in writing and submitted to the PGIM Chief Compliance Officer.
66 See also Exhibit 3 for more details regarding the securities transactions that require preclearance.
67 Those securities that are generally not eligible for purchase by the strategy utilized by your business unit. 68 Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
69 For certain limited transactions, Jennison has a different de minimis standard under its Code of Ethics. 70 Purchases or sales of securities effected in any account over which the Access Person has no direct or indirect influence or control or in any account of the Access Person which is managed exclusively on a
discretionary basis by a person other than such Access Person and with respect to which such Access Person
does not in fact influence or control such transactions. Access Persons must provide written documentation that evidences he/she does not have authority to participate in the management of the account and the employee must give exclusive discretion to his/her broker or investment adviser. A copy of such Discretionary Account agreement must be sent to the business unit compliance officer which will be forwarded to the Securities Monitoring Unit for review and approval. Such Discretionary Accounts are required to be reported, however duplicate statements and trade confirmations are not required to be reported. However, employees who maintain discretionary accounts may be required to submit periodic transaction confirmations and statements.
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Type of Account/Security |
Short Swing Profit Rule |
Blackout Periods |
Preclearance 66 |
Mutual Fund 60- Day Holding Period |
||||
Not Applicable |
||||||||
Index Options on a Broad Based Index 71 |
Not Applicable | Not Applicable |
Not Required |
Not Applicable | ||||
Unit Investment Trusts and Open-End Mutual Funds, including Exchange Traded Funds (ETFs) |
Applies to all ETFs with limited exceptions for certain broad based funds and options that track such funds. 72 Not Applicable for all other UITs and Open-end funds. |
Applies to all ETFs. Not Applicable for all other UITs and Open-end funds. |
Required for all ETFs. 73
Not required for all other UITs and Open-end funds. |
Applies See Section V.D.1. |
||||
Non-volitional Transactions and Dividend Reinvestment Plans (DRIPS) | Not Applicable | Not Applicable |
Not applicable for non-volitional transactions. For non-Prudential stock DRIPs, the plan requires approval and subsequent transactions do not require preclearance.
|
Not Applicable |
||||
Automatic Investment/ Withdrawal Programs and Automatic Rebalancing 74 | Not Applicable. However, applicable for | Not Applicable. However, applicable for | Not required - However, transactions that override any pre- set schedule or allocation must be |
Not Applicable |
71 Any transactions in index options effected on a broad-based index as indicated in Exhibit 5.
72 Compliance will maintain criteria for determining which ETFs are broad based and exempt from this rule.
73 Preclearance is required for closed-end funds. All ETFs require preclearance for Access and Investment Personnel of PGIM Fixed Income (FI), Quantitative Management Associates LLC (QMA), PGIM Real Estate Global Real Estate Securities (GRES), AST Investment Services, Inc. (ASTIS), PGIM Global Partners, and PGIM Investments LLC.
74 This includes purchases or sales of securities that are part of an automatic investment/withdrawal program or resulting from an automatic rebalancing. Transactions that override any pre-set schedule or allocation are subject to the blackout period and short swing profit rules and must be precleared and reported to the Securities Monitoring Unit.
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Type of Account/Security |
Short Swing Profit Rule |
Blackout Periods |
Preclearance 66 |
Mutual Fund 60- Day Holding Period |
||||
transactions that override any pre-set schedule or allocation. | transactions that override any pre-set schedule or allocation. |
precleared and reported to the Securities Monitoring Unit. |
||||||
PSPP Transactions 75 |
Applies only to PSPP sales. Purchases made under PSPP are exempt. |
Applies only to PSPP sales. Purchases made under PSPP are exempt. |
Required only for Prudential stock sold under the PSPP. Only Designated Persons at levels 1 6 and 56A and 560, as well as QMA Designated Persons, are required to preclear. Elections and purchases made under the plan are exempt. |
Not Applicable |
||||
Prudential Financial, Inc. common stock |
Only applies to employees of QMA, including its support functions | Only applies to employees of QMA, including its support functions. Designated Persons should refer to Section III.4. | Only applies to Designated Persons at levels 1 6 and 56A and 560, Section 16 Officers/Directors, and employees of QMA, including its support functions | Not Applicable | ||||
Proprietary Closed-end Funds 76 |
Applies to certain Access and Investment Persons | Applies to certain Access and Investment Persons |
Applies to certain Access and Investment Persons |
Not applicable- See Short Swing Profit Rule prohibition |
75 Additional PSPP restrictions and requirements apply to Designated Persons, see Section III.B.5.
76 Short Swing Profit, blackout period and preclearance requirements for proprietary closed end funds do not apply to GPSI Access Persons.
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All Access Persons must participate in FIS Protegent PTA Trade Monitoring System as described in Section II of these Standards. In addition, all Access Persons must preclear all private securities transactions immediately and report completion of the transaction promptly, in any event not later than ten days following the close of each quarter in which the trade was executed. Forms to report such private securities transactions are available from your business unit compliance officer or the Securities Monitoring Unit.
K. Personal Securities Holdings
Within ten calendar days of becoming an Access Person, and thereafter on an annual basis, Access Persons (other than disinterested directors/trustees) must disclose their personal securities holdings. This report should include all holdings of private securities (e.g., limited partnership interests, private placements, hedge funds, etc.) and all holdings of proprietary and certain non-proprietary subadvised mutual funds. 77,78 This includes those positions held in 401(k) Plans held at other companies, variable insurance products and annuities, excluding money market funds. Security positions held in Discretionary Accounts, as defined in Section II.C.7. , and certain trust accounts are not required to be reported. Holdings Reports must include information that is current within the previous forty five days of becoming an Access Person or submitting the annual Holdings Report. (See Exhibit 6 for the Holdings Report Form.)
Consistent with Prudential standards, Investment Personnel are prohibited from serving on the board of directors of publicly traded companies, absent prior authorization from the business unit compliance officer or pursuant to Prudential Standards based upon a determination that the board service would not be inconsistent with the interests of the investment company or other clients. In the limited instances that such board service may be authorized, Investment Personnel will be isolated from those making investment decisions affecting transactions in securities issued by any publicly traded company on whose board such Investment Personnel serves as a director through the use of an Information Barrier or other procedures designed to address the potential conflicts of interest.
77 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officer.
78 Accounts that hold only mutual funds are reportable; however, the holdings in such accounts are exempt from disclosure.
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Consistent with Prudentials Gift and Entertainment Policy, Access Persons are prohibited from receiving any gift or other thing that would be considered excessive in value from any person or entity that does business with or on behalf of Prudential. Access Persons must comply with Company limits and reporting guidelines for all gifts and entertainment given and/or received.
N. Code Violations and Sanctions
Access Persons and Supervised Persons are required to promptly report any known violations of the Code or these Standards to the Business Unit Chief Compliance Officer. Reported violations and other exceptions to these Standards detected through internal monitoring will be provided to the Business Unit Chief Compliance Officer or his/her designee and the Personal Securities Trading/Mutual Fund Code of Ethics Committee (Committee). The Committee, comprised of business unit executives, compliance and human resource personnel, will review all violations of these Standards. The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate, which may include monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
The Board of Directors/Trustees of any investment company client will be provided, as requested by client or otherwise required by regulation, with a report, no less frequently than annually, which at a minimum:
| Certifies that the investment adviser/portfolio management unit has adopted procedures reasonably necessary to prevent its Access Persons from violating these Standards; |
| Summarizes existing procedures concerning personal investing and any changes in the procedures made during the preceding year; |
| Identifies material violations of these Standards and sanctions imposed in response to those violations; and |
| Identifies any recommended changes in existing restrictions or procedures based upon experience under these Standards, evolving industry practices, or developments in applicable laws and regulations. |
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P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. ( GPSI )
The following restrictions and requirements apply to all accounts in which GPSI Access Persons have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.2.
GPSI Access Persons must preclear purchases of initial public offerings of securities. For purposes of these Standards, initial public offerings of securities do not include offerings of government or municipal securities. See Exhibit 9 for a copy of the preclearance request form.
GPSI Access Persons are prohibited from personally acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the business unit compliance officer, based on a determination that no conflict of interest is involved. See Exhibit 9 for a copy of the preclearance request form.
GPSI Access Persons may be restricted from purchasing or selling securities of certain issuers on the GPSI Watchlist. Such restrictions apply to all accounts in which the associate is deemed to have a beneficial interest as listed above. Associates who held GPSI Watchlist securities prior to becoming a GPSI Access Person, the security being placed on the GPSI Watchlist or the institution of these Standards must obtain written approval from their business unit compliance officer prior to the sale of such securities.
Q. Additional Trading Requirements for certain Covered Persons
Certain Covered Persons in Prudential Retirement and other areas of the company may be restricted from purchasing or selling securities of certain issuers engaged in pension risk transfer activities. 79 Such restrictions apply to all accounts in which the associate is deemed to have a beneficial interest as listed above. Associates who held pension risk transfer securities prior to becoming a Covered Person, the security being placed on a Watchlist or the institution of these Standards, must obtain written approval from their business unit compliance officer prior to the sale of such securities.
79 Employees working in or supporting portfolio management, trading and private asset management units are generally monitored as Access, Investment or Private-Side Associates. Such persons are subject to additional trading requirements.
47
If you are a Covered Person subject to pension risk transfer restrictions, you must determine whether the security you intend to trade is restricted prior to executing a trade. You can confirm the restricted status of a security by entering a preclearance request into FIS Protegent PTA. Preclearance approval is valid until the close of the market on the day preclearance is granted. Trading in a restricted security is prohibited and may result in review by a disciplinary committee and potential disciplinary action.
R. Violations of these Standards
Violations or other exceptions to these standards, excluding GPSI, are reviewed by the Personal Securities Trading/Mutual Fund Code of Ethics Committee. Individuals who do not comply with these Standards are subject to disciplinary action that may include fines, as permitted by law, or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
S. Additional Trading Requirements for Access Persons of Pruco Securities, LLC
Those IARs of Pruco Securities, LLC who are deemed Access Persons, as set forth in Section IV.A. and defined in Section II.B., are subject to the following restrictions.
1. Pruco Securities Watch List
Pruco Securities will maintain a watch list of ETFs that are offered across its programs. Pruco Securities Access Persons personal brokerage accounts will be monitored to assure against apparent conflicts of interest.
Pruco Securities Access Persons must obtain preclearance prior to purchasing initial public offerings of securities. For purposes of these Standards, initial public offerings of securities do not include government or municipal securities.
Pruco Securities Access Persons are prohibited from acquiring any securities in a private placement without express approval. Such approval must be obtained from the Registered Principal in consultation with the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved.
48
VI. T RADING R ESTRICTIONS OF P RIVATE A SSET M ANAGEMENT U NITS
The Advisers Act governs activities of officers, directors and employees of registered investment advisers. The rules under the Advisers Act set forth specific requirements relating to conflicts of interest and personal securities trading activity.
Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing fiduciary principles that govern the conduct of investment advisory firms and their Personnel. In addition, the code must set forth specific requirements relating to personal trading activity including reporting transactions and holdings.
The code of ethics applies to all Supervised Persons of the adviser, including all Access Persons of the adviser. Under the rules, Access Persons are considered employees of the adviser who have access to client recommendations and trading activity. Based on this definition, Private-Side Associates, as defined in Section VI.C. below, (excluding employees of PGIM Real Estate Finance) would be considered Access Persons and be subject to the requirements of the rules due to their access to investment advisory client recommendations and trading activity. In addition, employees of Prudential Real Estate Fixed Income Investors (PREFII) are considered Supervised Persons under the rules.
The Investment Adviser Code of Ethics (Code), as adopted by Prudentials registered investment advisers, includes the Personal Securities Trading Standards and the U.S. Information Barrier Standards. Employees identified as Supervised Persons must comply with the Code, including these Standards. Compliance is responsible for notifying each individual who is subject to the Code. Sections II and VI of these Standards set forth the requirements that are intended to enable Private-Side Associates to comply with Rule 204A-1.
Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudentials values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient. Management must make the Companys ethical standards clear. At every level, associates must set the right example in their daily conduct. Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.
All Private-Side Associates must act in accordance with the following general principles:
| It is their duty at all times to place the interests of investment advisory clients and investment company shareholders first. |
49
| Private Side Associates should scrupulously avoid serving their own personal interests ahead of clients interests in any decision relating to their personal investments. |
| All personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility. |
| Private-Side Associates must not only seek to achieve technical compliance with these Standards, but should strive to abide by the spirit and the principles articulated herein. |
| Private-Side Associates may not take inappropriate advantage of their positions. |
| Private-Side Associates must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of clients, including, but not limited to the receipt of unusual investment opportunities, perquisites or gifts from persons doing or seeking business with their portfolios. |
| Private-Side Associates may not bunch a personal order with a client order. |
| Private-Side Associates may not conduct personal business with brokers who execute trades for their portfolios. |
C. Requirements of Private-Side Associates
Reporting Requirements
In addition to the personal securities trade reporting requirements set forth in Section II of these Standards, all associates of Private Asset Management units of PGIM are subject to certain trading restrictions as set forth below. The Private Asset Management units of PGIM are as follows: Prudential Capital Group (PCG), PGIM Real Estate and PGIM Real Estate Finance.80 These individuals are referred to as Private-Side Associates throughout these Standards.
The following restrictions and requirements apply to all accounts in which Private-Side Associates have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.2 .
Such restrictions apply to transactions in any securities accounts for which the associate maintains a beneficial interest, including the following:
| Personal accounts; |
| Joint or tenant-in-common accounts in which the associate is a participant; |
| Accounts for which the associate acts as trustee, executor or custodian; |
| Accounts in which the associates spouse has a beneficial interest; |
| Accounts in which the associates minor children or any dependent family member has a beneficial interest; |
80 GRES employees are also subject to specific restrictions as Access and Investment Persons under these StandardsPrivate-Side Associates excluded see Section V.E. for more details.
50
| Accounts over which the associate exercises control or has any investment discretion including accounts of family members and other persons that reside at locations other than the associates residence; and |
| Accounts of any individual to whose financial support the associate materially contributes. |
Preclearance Requirements
Private-Side Associates are required to preclear personal securities transactions. See Exhibit 3 for a list of securities transactions that require preclearance. Failure to preclear will be subject to review by the Personal Securities Trading/Mutual Fund Code of Ethics Committee and potential disciplinary action. Requests for preclearance are submitted to the business unit compliance officer for approval using the FIS Protegent PTA automated preclearance website which can be accessed by typing PST into your browser.
Approved orders must be executed by the close of business on the day in which preclearance is granted; provided however that approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted by the Private-Side Associate.
D. PCG, PGIM Real Estate Finance and PGIM Real Estate Material Nonpublic Information Lists
Under the U.S. Information Barrier Standards, PCG, PGIM Real Estate Finance and PGIM Real Estate are each required to maintain a material nonpublic information list (MNPI Lists) containing the names of publicly traded issuers about which they possess material nonpublic information. In addition, PCG maintains a list of companies that have issued public securities on a PCG Portfolio Holdings List, as well as the PCG 90 Day Pricing List and the PCG Watch and Early Warning List. PGIM Real Estate, PCG and PGIM Real Estate Finance employees are restricted from purchasing or selling securities of the issuers on the PCG, PGIM Real Estate Finance and PGIM Real Estate MNPI Lists as well as PCGs Portfolio Holdings List, 90 Day Pricing Lists and PCG Watch and Early Warning List (Applicable Restricted Lists) for their personal accounts. These restrictions apply to all accounts in which the associate is deemed to have a beneficial interest as listed above.
For clarity, all Private-Side Associates are subject to all restricted lists for the relevant units except that only PGIM Real Estate Finance and PGIM Real Estate employees are subject to the REIT/REOC Restricted List, as referred to in Section VI.J.2.
Associates may not provide the Applicable Restricted Lists to individuals outside of their investment sector and may not advise a person of another investment segment or a person not employed by Prudential that a security is restricted because Prudential is in possession of material nonpublic information.
51
The employee should instruct individuals (e.g., spouse, parent, etc.) who exercise control or have investment discretion over an account in which the associate has a beneficial interest to check with the associate prior to purchasing or selling any security for such account to ensure that no trade is placed in a security of an issuer on any of the Applicable Restricted Lists. Private-Side Associates are required to preclear personal securities transactions for all accounts in which Private-Side Associates have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.2. See Section VI.J.1 below for more information.
In the case of a Discretionary Account (as defined in Section II.C.7. ), the preceding rule does not apply and the associate must not discuss any security or issuer with the broker or investment adviser in advance of any trade.
Private-Side Associates are prohibited from participating in investment clubs.
F. Mutual Fund Reporting and Trading Restrictions
Private-Side Associates are prohibited from market timing any proprietary mutual funds, as well as non-proprietary funds subadvised by Prudential, and must comply with any trading restrictions established by Prudential and its clients to prevent market timing of these funds.
To deter the market timing in proprietary and non-proprietary funds subadvised by Prudential, certain officers of PGIM are required to hold all proprietary and certain non- proprietary subadvised mutual funds for a period of sixty days.81 Private-Side Associates are also required to report mutual fund transactions covered under these standards as described below.
Certain officers of PGIM are required to hold proprietary and certain non-proprietary subadvised mutual funds, excluding money market funds and the PESP Fixed Rate Fund, purchased for a period of sixty days.82 83 Proprietary funds include PGIM Investments, Target, Advanced Series Trust, Prudential Series Fund and Variable Contract Accounts 2, 10, and 11. Non-proprietary subadvised funds are defined in Exhibit 8 . Specifically, affected officers are prohibited from executing a purchase and a sale of the same
81 Public-Side Investment Personnel and other individuals who are specifically notified are also subject to the sixty-day mutual fund holding period.
82 These officers will be identified by the President of PGIM in consultation with the PGIM Chief Compliance Officer. The PGIM Chief Compliance Officer will be responsible for maintaining the list and submitting any changes to the Securities Monitoring Unit of the Compliance Department.
83 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officers.
52
proprietary or non-proprietary subadvised mutual fund during any sixty day period. 84 This restriction applies to accounts for which these officers have a direct or indirect beneficial interest, including household members. See Section II.C. Profits realized on such transactions must be disgorged to the applicable mutual fund or client, or as otherwise deemed appropriate by the Personal Securities Trading/Mutual Fund Code of Ethics Committee (Committee). 85,86
2. Standards Relating to Reporting and Trading Mutual Funds
Private-Side Associates are required to report all transactions of proprietary and certain non-proprietary subadvised mutual funds.87 This requirement applies to accounts for which Private-Side Associates have a direct or indirect beneficial interest, including household members. See Section II.C.
Private-Side Associates may hold and trade proprietary and certain non-proprietary subadvised mutual funds only through one of the authorized broker-dealers, directly with Prudential Mutual Fund Services (PMFS), or the Prudential Employee Savings Plan (PESP). 88 However, non-proprietary subadvised funds may be traded directly with the fund provided that duplicate account statements and trade confirmations are sent directly to the Securities Monitoring Unit. For certain non-proprietary subadvised funds, Private-Side Associates must notify fund complexes within ten business days of receipt of these Standards requesting that duplicate statements and confirmations be forwarded to the Securities Monitoring Unit. Investment elections or transactions executed in the executive deferred compensation plans are not subject to this requirement. 89
Private-Side Associates must notify the Securities Monitoring Unit of any mutual fund accounts that can trade proprietary or certain non-proprietary subadvised funds. This also includes accounts of all household members, 401(k) Plans held at other companies, variable insurance products and annuities held directly with the fund or through another company or service provider for all proprietary and certain non-proprietary subadvised mutual funds.90 In addition, Private-Side Associates must contact these funds to request
84 For the Prudential Employee Savings Plan, only exchanges of proprietary and non-proprietary subadvised funds are subject to the sixty-day holding period. Transactions due to automatic payroll deductions, company match, hardship withdrawals, loans and automatic rebalancing transactions are exempt from this requirement.
85 The Committee evaluates violations of the Standards and determines appropriate disciplinary action.
86 Discipline and sanctions relating to violations occurring in the Prudential Employee Savings Plan or the Jennison Associates Savings Plan will be determined separately by the Personal Securities Trading/Mutual Fund Code of Ethics Committee.
87 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officers.
88 Mutual fund transactions executed through PMFS and PESP will be sent to the Securities Monitoring Unit through a daily electronic trading feed.
89 Prudentials deferred compensation plans (including The Prudential Insurance Company of America Deferred Compensation Plan) are notional plans; therefore, they are not susceptible to market timing. As a consequence, transactions in these plans are exempt from both the sixty-day holding period and reporting requirements.
90 Certain exceptions may be granted for the proprietary and non-proprietary mutual fund reporting and holding requirements, where funds are held in 401(k) and in variable insurance and annuity products held through companies other than Prudential, the fund transfer agent or one of the authorized broker-dealers. Access and
53
that duplicate statements and confirmations of mutual fund trading activity be sent to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards.
G. Personal Securities Holdings
Within ten calendar days of becoming a Private-Side Associate, and thereafter on an annual basis, Private-Side Associates (other than disinterested directors/trustees) must disclose their personal securities holdings. This report should include all holdings of private securities (e.g., hedge funds, limited partnership interests, private placements, etc.) and all holdings of proprietary and certain non-proprietary subadvised mutual funds.91 This includes those positions held in 401(k) Plans at other companies, variable insurance products and annuities, excluding money market funds. Security positions held in Discretionary Accounts, as defined in Section II.C.7. , and certain trust accounts are not required to be reported. Holdings Reports must include information that is current within the previous forty five days of becoming an Access Person or submitting the annual Holdings Report. (See Exhibit 6 for the Holdings Report Form.)
Private-Side Associates are prohibited from personally acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the business unit compliance officer (such person having no personal interest in such purchases or sales), who may consult with the local business unit head when reviewing the request. Approval will be granted based on a determination that no conflict of interest is involved. See Exhibit 9 for a copy of the preclearance request form.
Private-Side Associates must preclear all purchases of initial public offerings of securities. For purposes of these Standards, initial public offerings of securities do not include offerings of government or municipal securities. See Exhibit 9 for a copy of the preclearance request form.
Investment Persons should contact their local compliance officer to disclose these accounts and request an exception.
91 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officer.
54
J. Additional Restrictions for Certain Units
PGIM Compliance maintains the REIT/REOC Restricted List, which constitutes the broad universe of REIT securities using conventional sources, and for which associates are prohibited from trading.
Currently, in order to confirm whether a security is restricted, Private-Side Associates must enter a preclearance request into FIS Protegent PTA. FIS Protegent PTA can be accessed by typing PST into your browser. Associates of the Private Asset Management Real Estate units are not required to preclear purchases and sales of open-end mutual funds and exchange-traded funds.
2. PGIM Real Estate Prudential Retirement Real Estate Fund Restrictions (PRREF)
PGIM Real Estate employees, as well as certain other individuals who have been specifically notified, collectively called PRREF Covered Individuals, are subject to special restrictions and requirements relating to PRREF. PRREF Covered Individuals are subject to the PRREF trading window and blackout period procedures. PRREF Covered Individuals are only permitted to execute PRREF transactions during a PRREF open trading window - see Exhibit 10 for the PESP Requirements for PRREF Covered Individuals and note that initial enrollment in Goalmaker is only permitted during an open PRREF trading window. Some controls have been established to prevent transactions during closed trading windows. If a blocking system fails, the employee is still responsible for adherence to these Standards. PGIM Real Estate Compliance will send PRREF trading window and blackout period notices to all PRREF Covered Persons.
3. Prudential Capital Group 90-Day Pricing List
To prevent actual or apparent conflicts of interest and to assure compliance with ITSFEA, all Private-Side Associates (and functional associates in support thereof) are prohibited from purchasing or selling securities of companies listed on PCGs 90 Day Pricing Summary Update for Public Companies (90 Day Pricing List). Currently, Private-Side Associates who have access to information about investment advisory client transactions and holdings involving public securities are prohibited from trading the securities of those publicly traded issuers and must preclear using FIS Protegent PTA Preclearance. FIS Protegent PTA can be accessed by typing PST into your browser. We recommend you bookmark this site.
K. Violations of these Standards
Violations or other exceptions to these standards are reviewed by the Personal Securities Trading/Mutual Fund Code of Ethics Committee. Individuals who do not comply with these Standards are subject to disciplinary action that may include fines, as permitted by
55
law, or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
56
December 19, 2017
i |
Penalties and Enforcement by SEC and Private Litigants |
25 |
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Ethical Wall Procedures |
25 |
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Identification of the Walled-In Individual or Group |
25 |
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Isolation of Information |
26 |
|||
Restrictions on Communications |
26 |
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Restrictions on Access to Information |
26 |
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Trading Activities by Persons within the Wall |
26 |
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Termination of Ethical Wall Procedures |
27 |
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Maintenance of Restricted List |
27 |
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Exemptions |
28 |
|||
Gifts & Entertainment: Anti-Corruption Policy |
29 |
|||
Gifts |
29 |
|||
Entertainment or Similar Expenditures |
30 |
|||
Gifts, Entertainment, Payments & Preferential Treatment |
30 |
|||
Foreign Corrupt Practices Act (FCPA) |
36 |
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Statement of Purpose |
36 |
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Scope |
36 |
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Prohibited Conduct |
37 |
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Health or Safety Exception |
37 |
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Third Party Representatives |
38 |
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Red Flag Reporting |
39 |
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Mandatory Reporting |
40 |
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Books and Records |
40 |
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Outside Business Activities |
41 |
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General |
41 |
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Obtaining Approval/Reporting |
41 |
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Political Activities & Contributions |
43 |
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Introduction |
43 |
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General Rules |
43 |
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Fundraising and Soliciting Political Contributions |
43 |
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Rules Governing Firm Contributions and Activities |
44 |
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Federal Elections |
44 |
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Contributions to State and Local Candidates and Committees |
44 |
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Political Activities on Firm Premises and Using Firm Resources |
44 |
|||
Federal, State, and Local Elections |
44 |
|||
Rules for Individuals |
45 |
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Responsibility for Personal Contribution Limits |
45 |
ii |
Pre-Approval of all Political Contributions and Volunteer Activity |
45 |
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New Hires |
46 |
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Participation in Public Affairs |
46 |
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Other Employee Conduct |
48 |
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Personal Loans |
48 |
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Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm |
48 |
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Disclosure of a Direct or Indirect Interest in a Transaction |
48 |
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Corporate Property or Services |
49 |
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Use of TCW Stationery |
49 |
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Giving Advice to Clients |
49 |
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Confidentiality |
50 |
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Sanctions |
51 |
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Reporting Illegal or Suspicious Activity - Whistleblower Policy |
52 |
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Policy |
52 |
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Procedure |
52 |
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Glossary |
54 |
iii |
General Principles
The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code , the Firm or TCW refers to The TCW Group, Inc., TCW Advisors , and controlled affiliates.
This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firms clients. In consideration of this you must:
● | Protect the interests of the Firms clients before looking after your own. |
● | If you know that an investment team is considering a transaction in a security, dont trade that security. |
● | Never use opportunities provided for the Firms clients by brokers or others for your personal benefit. |
● | Avoid actual or apparent conflicts of interest in conducting your personal investing. |
● | Never trade on the basis of client information, or otherwise use client information for personal benefit. |
● | Maintain the confidentiality of all client financial and other confidential information. Loose lips sink ships. |
● | Comply with all applicable securities laws and Firm policies, including this Code . |
● | Communicate with clients or prospective clients candidly. |
● | Exercise independent judgment when making investment decisions. |
● | Treat all clients fairly. |
When in doubt, call the General Counsel , the Chief Compliance Officer , or any member of the Compliance or Legal Department before taking action. We are here to help. The reputation that TCW has built through decades of hard work can be destroyed by a single action . As an Access Person, you are responsible for safeguarding the reputation of TCW .
Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal.
1 |
Personal Investment Transactions
Overview
The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm . The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.
Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com .
All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Persons work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. The Person may be notified by his/her supervisor, or such other appropriate officer(s) that there is a trading issues, and that trading restrictions and/or other disciplinary action, as appropriate, may be implemented.
Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy.
Covered Transactions/Covered Accounts
This policy covers investment activities ( Covered Transactions ) (i) by any Access Person or Covered Person, and (ii) in any account in which any Access Person has a beneficial interest . Any account through which a Covered Transaction is made is a Covered Account .
An Access Person has a beneficial interest in an account if that Access Person :
● |
has benefits substantially equivalent to owning the Securities or the account, |
● |
can obtain ownership of the Securities in the account within 60 days, or |
● |
can vote or dispose of the Securities in the account. |
2 |
Examples include a relatives brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.
Violations of this policy by a Covered Person will be treated as violations by you.
Pre-clearance of Covered Transactions
Generally, all trading by Covered Persons requires pre-clearance. Exempt securities are listed in this Code of Ethics .
Pre-clearance Process
Outside Fiduciary Accounts require special procedures. Contact the Administrator of the Code of Ethics .
For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required form at http://tcw.starcompliance.com.
Pre-clearance expires at 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after approval has been received. If your order has not been executed by the next business day after approval, it should be canceled and a new pre-clearance obtained.
Prohibited Transactions
The following activities are prohibited and pre-clearance will generally not be available.
Prohibited Transaction
|
Exceptions/Limitations | Consequences/Comments | ||
Transacting in a Security that the Firm is trading for its clients | Exception: Permitted once the Firm s trading is completed or cancelled |
Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted.
|
3 |
Transacting in a security that the Access Person knows is under consideration for trading by the Firm for its clients | ||||
Acquiring any Security in an IPO |
Exception: Permitted if the Security is an Exempt Security . See chart below.
|
|||
Acquiring an interest in a 3 rd party registered investment company advised or sub-advised by the Firm
|
Exception: TCW sub-advised ETFs are permitted, but, as with all ETFs , must still be pre-cleared and reported as stated below.
|
See Prohibited Third-Party Mutual Fund List under Forms on myTCW.
|
Additional Restrictions for Certain Investment Personnel
In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.
Prohibited Transaction
|
Applies to
|
Consequences/Comments
|
4 |
Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days by any of the following Access Persons described under Applies to who provide services for registered investment companies |
● Portfolio Managers
● Securities Analysts and Researchers
● Securities Traders who provide information or advice to a portfolio manager
● Members of Investment Compliance
● Members of Investment Operations
|
Transactions will be matched using a LIFO system.
All profits of prohibited trades are subject to disgorgement
Exceptions:
● Exempt Securities
● ETF s
Note however, that Exempt Securities and ETF s must still be submitted through StarCompliance for pre-approval.
|
||
Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision) , in any
● Covered Account , or
● Outside Fiduciary Account
|
● Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the Security is transacted.
● Members of Investment Compliance
● Members of Investment Operations
|
● All prohibited transactions will generally be reversed; and
● all profits are subject to disgorgement. |
5 |
Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision), in any
● Covered Account , or
● Outside Fiduciary Account
|
● Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the security is transacted.
● Members of Investment Compliance
● Members of Investment Operations |
● All prohibited transactions will generally be reversed; and
● all profits are subject to disgorgement. |
||
Purchasing or selling any Security in the 5 business days AFTER a TCW -advised or sub-advised registered investment company buys or sells the Security (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision), in any
● Covered Account , or
● Outside Fiduciary Account
|
● Prohibited for a portfolio manager and any other investment professional in their product group, including traders, Researchers or Analysts, managing funds for the registered investment company
● Members of Investment Compliance
● Members of Investment Operations
|
● All prohibited transactions will generally be reversed; and
● all profits are subject to disgorgement.
|
6 |
Purchasing or selling any Security in a manner inconsistent with any recommendation made by that research analyst less than 30 days prior to the proposed purchase or sale
|
● Prohibited for any Analyst or Researcher
|
● All prohibited transactions must be reversed; and
● all profits are subject to disgorgement.
|
||
Recommending any Security for purchase by the Firm , including writing a research report advocating for the purchase of a Security , where such individual also holds such Security in a Covered Account .
|
● Prohibited for any portfolio manager, Researcher or Analyst, unless they have held such Security for at least three months prior to the recommendation or drafting of the research report.
|
● All prohibited transactions must be reversed; and
● all profits are subject to disgorgement.
|
Exempt Securities
Pre-clearance is generally not required for Exempt Securities . The following table identifies Exempt Securities and summarizes any pre-clearance and reporting requirements that apply.
Types of Exempt Securities
|
Pre- clearance Required?
|
Reporting Required?
|
Limitations/Comments
|
|||||
U.S. Government Securities (including agency obligations)
|
No | No | ||||||
Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof
|
No | Yes |
7 |
Bank certificates of deposit or time deposits
|
No |
No |
||||||
Bankers Acceptances
|
No
|
No
|
||||||
Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes and repurchase agreements
|
No
|
Yes
|
Ask the Legal Department for clarification if any questions.
|
|||||
Shares in money market mutual funds or a fund that appears on the exempt list.
|
No
|
No
|
||||||
Shares in open-end investment companies not advised or sub-advised by the Firm .
|
No
|
No
|
See Prohibited Third-Party Mutual Fund List under Forms on myTCW.
|
|||||
Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm .
|
No
|
No
|
||||||
Stock index futures, futures on U.S. Government Securities , Eurodollar futures contracts, and non-financial commodities
|
No
|
Yes
|
||||||
Municipal bonds traded in the market
|
No
|
Yes
|
No
|
8 |
Trades in Non-Discretionary Accounts which you, your spouse, your domestic partner, or your significant other established. |
The Account must first be certified as Non-Discretionary by Compliance Contact the Administrator of the Code of Ethics . If designated as Non-Discretionary, no pre-clearance of trades required.
|
The Account must first be certified as Non-Discretionary by Compliance Contact the Administrator of the Code of Ethics . If designated as Non-Discretionary, no pre-clearance of trades required.
|
||||
Dividends reinvested through a Dividend Reinvestment Plan (DRIP)
[Note: Securities purchased or sold in a DRIP still needs pre-clearance]
|
No | Yes |
9 |
Securities purchased pursuant to certain Robo Advisory Programs
|
The Program must first be evaluated by Compliance - Contact the Administrator of the Code of Ethics . If designated as Non-Discretionary, no pre-clearance of trades required.
|
The Program must first be evaluated by Compliance - Contact the Administrator of the Code of Ethics . If designated as Non-Discretionary, no pre-clearance of trades required.
|
||||
Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired.
|
No
|
Yes
|
||||
Interests in Firm -sponsored limited partnerships or other Firm -sponsored private placements .
|
No
|
Yes
|
Firm already must approve in order to invest, which serves as pre-clearance.
|
|||
Securities acquired in connection with the exercise of an option.
|
No, unless cash is received in connection with exercise of the option
|
Yes, securities received must be reported.
|
10 |
Ownership Interests in Clipper Holding, LP
|
No
|
No
|
||||
Rule 10b5-1 Plans
|
Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.
|
Yes
|
||||
Direct Purchase Plans
|
Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.
|
Yes
|
||||
Interests in Firm - sponsored Private Placements that are
● Estate planning transfers ● Court-ordered transfers
|
No
|
No
|
||||
MetWest or TCW Fund in a Firm or Non- Firm Account
|
No
|
No
|
Compliance with frequent trading rules required.
|
11 |
Securities where the Firm acts as an adviser or distributor for the investment, offered in:
● A hedge fund; ● Private Placement ; or ● Other Limited Offerings
|
No
|
Yes
|
||||
Cryptocurrencies or Digital Currencies
|
No
|
No
|
Exemptive Relief
To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics . The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers . The Approving Officers have no obligation to grant any requested approval or exemption.
The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.
12 |
Reporting
Personal Investment Reporting
TCW receives automated feeds from many major brokers ( Linked Brokers ). If your broker is not a Linked Broker , you must ensure that TCW receives duplicate broker statements. The Administrator of the Code of Ethics can inform you if your broker is a Linked Broker , and set up your account for automated feed. If your broker is not a Linked Broker , the Administrator of the Code of Ethics can assist you with a release letter (407 letter) to allow TCW to receive duplicate statements. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker . In addition, Access Persons must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing Covered Accounts.
Reporting on Opening, Changing or Closing a Covered Account
Brokerage Accounts : You must use the StarCompliance, http://tcw.starcompliance.com , system to enter information about each Covered Account :
Activity |
Comments |
Exceptions |
||
● Upon becoming an Access Person
● Upon opening a new Covered Account while you are an Access Person |
You are not required to report or enter information for:
● Outside Fiduciary Accounts
● Accounts that can only hold third party mutual funds
|
|||
● Upon closing, or making any change to a Covered Account while you are an Access Person
|
Update StarCompliance
|
N/A
|
13 |
Separate Accounts : You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm .
Required Certifications
Reports are filed online at http://tcw.starcompliance.com .
If you will not be able to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.
Certification
|
When Due
|
Additional Requirements
|
||
Initial Holdings Report | Within 10 days after becoming an Access Person |
Include all securities except Exempt Securities
Include all Covered Accounts . Holdings must be current no earlier than 45 days before you became an Access Person
|
||
Quarterly Report of Personal Investment Transactions
|
By each January 15, April 15, July 15 and October 15
|
Must be filed even if there were no transactions during the period.
|
||
Annual Holdings Report
|
By January 31 of each year
|
Same as Initial report, except that holdings must be current as of December 31 of the prior year.
|
||
Annual Certificate of Compliance
|
By January 31 of each year
|
|||
Report on Outside
|
4 th quarter of each
|
14 |
Activities (Includes, among other activities, Directorships, Officerships, Creditor Committees, Board Observation Rights and Employment)
|
year
|
15 |
Policy Statement on Insider Trading
Members of the Firm occasionally come into possession of material, non-public information or inside information . Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information .
The SEC rules provide that any purchase or sale of a security while having awareness of inside information is illegal regardless of whether the information was a motivating factor in making a trade.
Courts may attribute one employees knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability.
The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term Ethical Walls ).
See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.
What You Should Do If You Have Questions About Inside Information?
Topic
|
You Should Contact:
|
|
If you have a question about:
● The Insider Trading Policy in general
● Whether information is material or non-public
● If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)
● Whether you have received material non-public information about a public company
|
The Legal Department |
|
|
16 |
Topic
|
You Should Contact:
|
|
● Obtaining deal-specific information (pre-clearance is required)
● Sitting on a Creditors Committee (preapproval is required)
● Need to have an Ethica l Wall established
● Terminating an Ethical Wall
● Section 13/16 issues
● Who is within or outside an Ethical Wall
|
||
|
||
● If you wish to serve on a Board of Directors, serve as an alternate on a Board, serve as a Board Observer or sit on a Creditors Committee ( Pre-approval is required )
|
Administrator of the Code of Ethics
|
|
|
||
In the event of inadvertent or non-intentional disclosure of material non-public information
|
The Legal Department
|
|
|
TCW Policy on Insider Trading
Trading Prohibition
● |
No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a companys securities) while in possession of material, non-public information about the company (except as listed in Deal-Specific Information below). |
● |
This applies in the case of both publicly traded and private companies. |
● |
This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company. |
If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the Legal Department. Do not discuss the information with your supervisor, department head or any other individual who is on your team.
17 |
Communication Prohibition
No Access Person may communicate material, non-public information to others who have no official need to know. This is known as tipping, which also is a violation of the insider trading laws, even if you as the tipper did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm .
Remember that TCW Mutual Funds are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firms policies is illegal.
The prohibition on sharing material, non-public information extends to affiliates such as the Carlyle entities.
What is Material Information?
Information (whether positive or negative) is material:
● |
When a reasonable investor would consider it important in making an investment decision or |
● |
When it could reasonably be expected to have an effect on the price of a companys securities. |
Some examples of Material Information are:
● |
Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes, defaults, |
● |
Projections, major capital investment plans, |
● |
Significant labor disputes, |
● |
Significant merger, tender offers, secondary offerings, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements, |
● |
New product releases, price changes, schedule changes, |
● |
Significant accounting changes, credit rating changes, write-offs or charges, |
● |
Major technological discoveries, breakthroughs or failures, |
● |
Major contract awards or cancellations, significant regulatory developments (e.g. FDA approvals), |
● |
Governmental investigations, major litigation or disposition of litigation, or |
18 |
● |
Extraordinary management developments or changes. |
Because no clear or bright line definition of what is material exists, assessments sometimes require a fact-specific inquiry. If you have questions about whether information is material, direct the questions to the Legal Department.
What is Non-Public Information?
Non-public information is information that:
● |
Has not been disseminated broadly to investors in the marketplace, such as a press release or publication in the Wall Street Journal or other generally circulated publication; or |
● |
Has not become available to the general public through a public filing with the SEC or some other governmental agency, Bloomberg, or release by Standard & Poors or Reuters. |
Examples of How TCW Personnel Could Obtain Inside Information and What You Should Do In These Cases
Examples of how a person could come into possession of inside information include:
Board of Directors Seats or Observation Rights
● |
Most public companies have restrictions on trading by Board members except during trading window periods. |
● |
Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Outside Business Activity Form that is posted on myTCW and submit it to the Administrator of the Code of Ethics who will coordinate the approval process. |
● |
If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made. |
Portfolio Managers:
● |
Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or |
● |
Having the intent to control or work with others to attempt to influence or control a company. |
● |
Working with expert network consultants who were recent employees of a company involving a major transaction. |
Should be mindful of:
● |
SEC filing obligations under Section 16 of the Exchange Act |
19 |
● |
Short swing profits restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period. |
The Legal Department should be consulted in these situations.
Deal-Specific Information
Employees may receive inside information for legitimate purposes such as:
● |
In the context of a direct investment, secondary transaction or participation in a transaction for a client account |
● |
In the context of forming a confidential relationship |
● |
Receiving private information through on-line services such as Intralinks. |
This deal-specific information may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:
● |
mezzanine financings, |
● |
loan participations, bank debt financings, |
● |
venture capital financing, |
● |
purchases of distressed securities, |
● |
oil and gas investments, and |
● |
purchases of substantial blocks of stock from insiders. |
It should be assumed that inside information is transmitted whenever:
● |
A confidentiality agreement is entered into; |
● |
An oral agreement is made or an expectation exists that you will maintain the information as confidential; or |
● |
There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship. |
There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.
Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the Firm to trade in those securities.
20 |
If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the Legal Department, who then will implement the appropriate Ethical Wall and trading procedures.
Participation in Rapid Fire Capital Infusions
Overview
From time to time, public companies may seek rapid-fire capital infusions of capital from institutional investors. In the past, these have involved investment banks contacting potential investors, often over the weekends, on a pre-announcement basis.
What Should You Do?
If you work with marketable security strategies and you receive a call to participate in an offering before it is publicly announced, please contact the Legal Department , General Counsel or Chief Compliance Officer . Do not ask the name of the company that is the subject of the financing or agree to any confidentiality or standstill agreements. Otherwise, you may restrict trading in your and other portfolios and the Firm . Your email should include the contact information for the person who contacted you.
What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?
Historically, the Firms marketable securities strategies have not received material non-public information and have relied solely on public information. Some of the ramifications of your participating in a rapid fire capital infusion are:
● |
Your accounts will be restricted for the company in question as soon as you learn about the name of the company, even if you decide not to participate. There is no ability to preview the names because just knowing about the potential transaction is in itself material non-public information. |
● |
A restriction in a name could last for a period of time and that period cannot be predicted in advance. In many cases, it may be a fairly short period (a week or so). |
● |
You will need to be available or designate someone in your portfolio management group to be fully available at night and possibly over the weekend to consider the transaction(s). |
If your group decides to participate in the offering, the Legal Department will work with your group to implement appropriate
21 |
Ethical Wall procedures with the goal of ensuring that others at the Firm who do not have the information will not be frozen in their trading securities of the issuer. The shares of the company at issue will be restricted in accounts managed by your group and possibly others at the Firm until after the terms of the financing (or other material non-public information) are publicly announced.
Creditors Committees
Members of the Firm may be asked to participate on a Creditors Committee which is given access to inside information . Since this could affect the Firms ability to trade in securities in the company, before agreeing to sit on any Creditors Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made.
Information about TCW Products
Employees could come into possession of inside information about the Firms limited partnerships, trusts, and mutual funds that is not generally known to their investors or the public. The following could be considered inside information:
● |
Plans with respect to dividends, closing down a fund or changes in portfolio management personnel |
● |
Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or |
● |
A large-scale buying or selling program or a sudden shift in allocation that was not generally known |
Disclosing holdings of the TCW Mutual Funds on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Mutual Funds to the general public and investors through tcw.com on a monthly basis. This disclosure may occur on or prior to the 15th calendar day following the end of that month (or, if the 15 th calendar day is not a business day, the next business day thereafter). Disclosure of these funds holdings at other times, where a general disclosure has not yet been made through tcw.com, requires special confidentiality procedures and must be pre-cleared with the Legal Department (See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure).
In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the Legal Department or General Counsel . The
22 |
Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.
Contacts with Public Companies
Contacts with public companies are an important part of the Firms research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a companys Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.
If an issue arises in this area, a research analysts notes could become subject to scrutiny. Research analysts notes have become increasingly the target of plaintiffs attorneys in securities class actions.
The SEC has declared publicly that they will take strict action against what they see as selective disclosures by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.
If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insiders fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with the Legal Department.
Expert Networks
The Firm may, from time to time, execute agreements with companies that provide access to a group of professionals, specialized information or research services (Expert Networks). In such circumstances, Expert Networks are engaged to provide authorized TCW employees with information that may be helpful in TCW understanding an industry, legislative initiatives, and many other important topical areas. However, TCW is mindful of the fact that Expert Networks present significant legal, compliance and regulatory risks concerning the receipt and transmission of materially non-public information. Given this inherent risk, TCW requires that the compliance policies of each Expert Network are reviewed and approved by our Compliance Department prior to entering into an agreement for services. Furthermore, the Firm
23 |
requires that each employee who wishes to participate in an Expert Network read and confirm their understanding of the Firm Expert Network Guidelines, as well as complete an Insider Trading training module to ensure that they understand the Firm policies regarding material non-public information and insider trading.
What Is The Effect Of Receiving Inside Information?
Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:
Establish an Ethical Wall around the individual or a select group or department, and/or place a firm wide restriction on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm , whether for a client or personal account unless there is specific approval from the Compliance or Legal Departments.
In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall , the communication prohibition discussed above. The breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to isolate the inside information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.
In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance.
Does TCW Monitor Trading Activities?
Yes, TCW monitors trading activities through one or more of the following:
● |
Conducts reviews of trading in public securities listed on the Restricted Securities List . |
● |
Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades |
● |
Conducts monitoring of the Ethical Walls . |
● |
Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firms policies. |
24 |
● |
Obtains securities holding and transaction reports as required by SEC rules and regulations. |
Penalties and Enforcement by SEC and Private Litigants
Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm . Violations constitute grounds for disciplinary sanctions, including dismissal.
The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. The regulators, the market and the Firm view violations seriously and there can be significant fines, jail time and lawsuits.
Ethical Wall Procedures
The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to quarantine or isolate the individuals or select group of persons with the inside information within the Ethical Wall .
Identification of the Walled-In Individual or Group
The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors Committee, serving on a Board in a capacity related to the Firms investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the Legal Department, the General Counsel , or the Chief Compliance Officer . Therefore, as noted above, advising them if you come into possession of material, non-public information is important. If you are in a group where you expect to continuously receive material non-public information as part of its strategy, a global Ethical Wall may be required to be imposed on the department.
25 |
Isolation of Information
Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.
Restrictions on Communications
Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel , the Legal Department or Chief Compliance Officer . Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.
If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel , the Legal Department, or the Chief Compliance Officer . In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as inside the wall and will be subject to all Ethical Wall restrictions in this policy.
Restrictions on Access to Information
The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.
Trading Activities by Persons within the Wall
Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions except :
● |
Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given ( Note that if the transaction is a secondary trade (vs. a direct company issuance), the Legal Department should be consulted to determine any disclosure obligations to the counterparty, and |
26 |
● |
In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client. |
Termination of Ethical Wall Procedures
When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.
Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain window periods when the company permits such access persons to trade.
Certain Operational Procedures
The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm .
Maintenance of Restricted List
The Restricted Securities List is updated as needed by the Administrator of the Code of Ethics , who distributes it as necessary. The Administrator of the Code of Ethics also updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer , as well as any additional persons, which either of them may approve.
The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List should not be considered the complete list the key is that you are restricted as to the company or a derivative that is tied to the company. This
27 |
is of particular importance to the strategies which may invest in securities listed on foreign exchanges.
The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).
Exemptions
Once an issuer is placed on the Restricted Securities List , any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics .
28 |
Gifts & Entertainment: Anti-Corruption Policy
Access Persons may provide reasonable Gifts and Entertainment for the bona fide purpose of promoting, demonstrating, or explaining Firm services, including fostering strong client relationships.
Where possible, or as required in this Policy, you should notify your department head before, or after, providing or accepting any Gifts or Entertainment , even if no other approval is required. As discussed below, Access Persons may also be required to obtain approval when giving or receiving certain Gifts and Entertainment . Unless otherwise specified below, if approvals are required, you must submit your request through StarCompliance for approval by the Administrator of the Code of Ethics . Access Persons must obtain prior written approval from the Administrator of the Code of Ethics where required. The Administrator of the Code of Ethics shall elevate the request in the event of high risk or higher value gifts, or as otherwise necessary or appropriate. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment , approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment . It is the Access Persons responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.
Gifts
A Gift is anything of value given or received without paying its reasonable fair value ( e.g . merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses where Access Persons are not present as attendees). Entertainment (as defined below) is not a Gift .
● |
A Gift must only be provided as a courtesy or token of regard or esteem ( Token Gift ). |
● |
Any Token Gifts should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment. |
● |
Gifts of cash or cash equivalents are prohibited. |
29 |
You may not give or accept a Gift if you know, or have reason to know, that it is not permitted under the applicable laws.
Entertainment or Similar Expenditures
Entertainment generally means the attendance by you and your hosts or guests at a meal, sporting event, theater production, or comparable event and also might include travel to, or accommodation expenses at, a conference or an out-of-town event.
● |
Business Entertainment (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive ( e.g ., 3 days of golf for a 1-day seminar is excessive and not reasonable). |
● |
You may never pay or accept payment of Entertainment or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws. |
Access Persons are required to follow the approval process set forth below, and in this Policy, to obtain the requisite approvals, if any, before or after giving or receiving Gifts or Entertainment .
Gifts, Entertainment, Payments & Preferential Treatment
Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients independent business judgment. Therefore, the Policy establishes reasonable limits and procedures relating to giving and receiving Gifts and Entertainment .
If approval is required, Access Persons should request approval through StarCompliance, and wait for a decision before taking any action. The Administrator of the Code of Ethics shall review the submission with your department head and the Approving Officers , as appropriate. Registered Persons are required to log gifts & entertainment given or received in StarCompliance. Refer to the table below which describes the Gifts & Entertainment for which a log may be required. If you have any doubt about whether a Gift or Entertainment requires approval, you should err on the side of caution and seek approval. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment , approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment
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was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment . It is the Access Persons responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.
Gifts Provided By the Firm/ Access Persons
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Gifts by TCW Funds Distributors LLC (formerly, TCW Brokerage Services), a limited-purpose broker-dealer (TFD) Registered Persons aggregating less than $100 per year |
No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing:
Name of recipient(s)
Date of Gift (s)
Value of Gift (s)
A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firms logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the de minimis standard, then the gift should be logged.
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Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipients employer. Examples of gifts not relating to the business of the recipients employer include personal gifts (not paid for by TCW ) where there is a pre-existing personal or family relationship between you and the recipient.
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Pre-Approval Required, And Must Maintain Log Showing:
Name of recipient(s)
Date of Gift (s)
Value of Gift (s) |
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Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipients employer
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Prohibited
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Gifts to Unions or Union Officers |
Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM-10 Information Report is required |
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to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence.
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Entertainment and Hospitality Provided by the Firm/ Access Persons
Amount
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Approval Required
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$250 or less per person and $2,500 or less in aggregate per event
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No Approval Required
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Greater than $250 per person or $2,500 or more in aggregate per event
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Pre-Approval Required
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Attendance and participation at educational or industry sponsored events (for example, tickets for attendance or purchasing a table at an industry conference)
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No Approval Required
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If provided to a Foreign Official or Domestic Official (regardless of value)
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Pre-Approval Required
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Note that for public pension plans, and in some cases other clients, Gifts or Entertainment may have to be disclosed by the Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification. Therefore, discretion and restraint is advised.
Gifts and Entertainment Received by Firm Personnel
You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances. Access Persons are required to report any gift that they receive worth more than $100 to the Administrator of the Code of Ethics .
If a Gift has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift , (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could affect friendly relations between a third party and the Firm , give it to the
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Administrator of the Code of Ethics , which will donate it to charity.
If the host of an event is personally present at the event, the event will be considered Entertainment ; otherwise, it will be considered a Gift . You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances. There may be some circumstances where it is difficult to reject an invitation or provision of hospitality or Entertainment . Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the Firm , use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics . The Administrator of the Code of Ethics shall review such situation with your department head and the Approving Officers , as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the Entertainment or hospitality. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.
In light of the nature of Gift -giving and the impromptu nature of some Entertainment , approval for Access Persons accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment . Where prior approval is not possible with respect to impromptu Gifts or Entertainment , the Access Persons receiving such Gift or Entertainment must seek approval as soon as is reasonably practicable. If such Gift or Entertainment received is impermissible under U.S. or local laws, then the Administrator for the Code of Ethics may require the Access Persons to return the Gifts or reimburse such Entertainment received.
Type of Gift/Entertainment Received
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Approval required
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Cash Gifts (including gift cards)
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Prohibited
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Solicitation by Access Persons of Gifts from clients, suppliers, brokers, business partners, or potential business partners
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Prohibited
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Appropriate Gifts with value of $100 or less*
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No Approval Required
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Tickets(s) to attend an industry
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No Approval Required
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* For Investment Personnel only:
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All Gifts and Entertainment , of any value, received from broker/dealers must be reported in StarCompliance. |
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All Gifts received from broker/dealers with a value in excess of $100/person are prohibited and should be returned to the |
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broker/dealer or turned over to Compliance for appropriate disposition. |
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If an Investment Personnel is granted approval to accept entertainment with a value in excess of $250 per event from a broker/dealer, that person must personally pay the amount in excess of $250 and must maintain records indicating such payment. |
Foreign Corrupt Practices Act (FCPA)
The FCPA permits small payments to low-level Foreign Officials (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action ( e.g. , processing governmental papers, providing police protection, and providing mail service) under limited circumstances ( Facilitating Payments ). Nevertheless, because such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this Policy prohibits Firm Personnel from making such payments, regardless of whether such payments would be permissible under the FCPA.
Statement of Purpose
TCW (the Firm ) is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the FCPA ), the U.S. Travel Act (the Travel Act), the U.K. Bribery Act of 2010 (the Bribery Act) and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the OECD Convention). The purpose of this Anti-Corruption Policy (the Policy ) is to ensure compliance with all applicable anti-corruption laws and rules.
Of course, no policy can anticipate every possible situation that might arise. As such, Firm Personnel (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor, Firm contact or the Legal or Compliance Departments. When in doubt, Firm Personnel should seek guidance.
Scope
This Policy is mandatory and applies to all directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm , including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located (collectively referred to as Firm Personnel ). Violations of this Policy may result in disciplinary action, up to
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and including termination of employment and referral to regulatory and criminal authorities.
Prohibited Conduct
Firm Personnel shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement for the benefit of any person, including a Foreign Official or Domestic Official , with the intent that the recipient misuse his/her position to aid the Firm in obtaining, retaining, or directing business.
Foreign Official includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing. Because U.S. regulators have a very broad view of what constitutes a Foreign Official , Firm Personnel should err on the side of caution by treating counter-parties as Foreign Officials when in doubt.
Domestic Official means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing.
For purposes of this Policy , Foreign Official and Domestic Official also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.
All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses. Personal funds (your own or a third partys) must not be used to accomplish what is otherwise prohibited by this Policy .
Firm Personnel are also prohibited from requesting, agreeing to accept, or accepting Gifts from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.
Health or Safety Exception
Facilitating Payments are permitted in rare circumstances when the health or safety of Firm Personnel (or anyone else) is at risk. If a payment is made pursuant to this limited exception, Firm Personnel must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the
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individual(s) is no longer at risk. The payment must also be accurately recorded in the Firms books and records.
Third Party Representatives
Under the FCPA and other anti-bribery laws, the Firm may be held responsible for the misconduct of its agents, representatives, business partners, consultants, contractors or any other third party engaged to act on the Firms behalf (collectively Third Party Representatives ). As such, prior to entering into an agreement with any Third Party Representative regarding business outside the United States, the Firm shall perform anti-corruption related due diligence and obtain from the Third Party Representative appropriate assurances of compliance in accordance with this Policy. The Legal Department is required to approve all engagements with Third Party Representatives. Any anti-corruption compliance issue that comes to the attention of any Firm Personnel must be reported to the General Counsel and addressed before proceeding with the relevant transaction or doing business with or through a Third Party Representative .
Firm Personnel should be alert to the activities of any Third Party Representative with whom they interact and promptly report any suspicious activity to the Legal Department. Firm Personnel should be especially alert to Third Party Representatives who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern). Firm Personnel must consult with the Legal Department whenever encountering a situation involving any anti-corruption issue, including a Red Flag , or any other similar situation.
It is important for Firm Personnel to identify and report anti-corruption compliance issues in the ordinary course of business. To this end, the following shall apply to all Firm Personnel :
a. | Familiarize yourself with the examples of Red Flags listed in this Policy ; Attend anti-corruption training as applicable so you can identify the types of situations that may raise Red Flags or other compliance concerns that are not enumerated in this Policy ; |
b. | Be vigilant in detecting Red Flags ; it is prohibited to consciously avoid or close your eyes to a violation or to a Red Flag ; |
c. | Look out for Red Flags both before and during a relationship with any transaction partner; and |
d. | If you have information concerning a potential Red Flag , contact the General Counsel immediately. |
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No Firm Personnel who in good faith provides information regarding a possible R ed Flag will suffer any retaliation or adverse employment decision as a consequence of such report.
The existence of a Red Flag does not necessarily mean that a violation has occurred or will occur. However, once a Red Flag arises, Firm Personnel must report the Red Flag to the Legal Department who will oversee a reasonable inquiry into the circumstances surrounding the Red Flag . Upon request, other Firm Personnel will cooperate with and assist in the review of the Red Flag . The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.
Red Flag Reporting
Firm Personnel are required to promptly report to the General Counsel any situations that raise anti-corruption compliance Red Flags . All Firm Personnel are expected to be alert to any Red Flags or other situations that may indicate any compliance issues. The existence of a Red Flag requires additional diligence to address potential problems before a transaction may go forward. Red Flags include (but are not limited to):
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A request for reimbursement of extraordinary, poorly documented, or last minute expenses; |
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A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty; |
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A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency; |
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An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business; |
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A refusal by a party to certify that it will comply with the requirements and prohibitions of this Policy , applicable anti-corruption laws and rules; |
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A refusal, if asked, to disclose owners, partners, or principals; |
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Use of shell or holding companies that obscure an entitys ownership without credible explanation; |
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As measured by local customs or standards, or under circumstances particular to the partys environment, the partys business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm; |
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The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the Firm needs; and |
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In the case of engaging a Third Party Representative, the potential Third Party Representative: |
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has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the Firm ; |
○ |
is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the Firm ; |
○ |
displays ignorance of or indifference to local laws and regulations; |
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is unable to provide appropriate business references; |
○ |
lacks transparency in expenses and accounting records; |
○ |
is the subject of credible rumors or media reports of inappropriate payments; or |
○ |
requests payment that is disproportionate to the services provided. |
Mandatory Reporting
Firm Personnel and Third Party Representatives are required to promptly report to the General Counsel or Chief Compliance Officer any instance in which they believe that they, or any other Firm Personnel or Third Party Representative may have violated this Policy . All suspected violations of this Policy , including minor violations, should be reported. For example, a failure to obtain pre-approval before giving Gifts in excess of $100 should be reported. In addition, Firm Personnel and Third Party Representatives must alert the General Counsel or Chief Compliance Officer if anyone solicits improper Gifts , payments or other inducements from them, including any request made by a Foreign Official or Domestic Official for a payment that would be prohibited under this Policy or any other actions taken to induce such a payment.
Firm Personnel may also report suspected violations of this Policy as specified in the Firms Whistleblower Policy.
Books and Records
The Firm is required to maintain books and records that accurately reflect the Firms transactions, use of Firm assets, and other similar information. The Firm is also required to maintain the internal accounting controls necessary to maintain proper control over the Firms actions. The Firm should not create any undisclosed or unrecorded accounts for any purpose. False or artificial entries are not to be made in the books and records of the Firm for any reason.
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Outside Business Activities
General
The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:
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interferes, competes, or conflicts with the interests of the Firm or gives an appearance of a conflict of interest. |
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Employment in the securities brokerage industry is prohibited. |
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Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis. |
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encroaches on normal working time or otherwise impairs performance, |
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implies Firm sponsorship or support of an outside organization, or |
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adversely reflects directly or indirectly on the Firm . |
A conflict of interest may arise if an employee is engaged in an outside business activity ( OBA ) or receives any compensation for outside services that may be inconsistent with the Firms business interests. Examples of OBA s may include, but are not limited to, the following:
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Outside employment |
● |
Serving in any capacity of any non-affiliated company or institution |
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Accepting appointment as a fiduciary, including executor, trustee, guardian, conservator or general partner |
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Honorariums, public speaking appearances or instruction courses at educational institutions |
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Serving in ongoing capacity in any non-investment related organizations that are exclusively charitable, fraternal, religious, civic and are recognized as tax exempt |
Obtaining Approval/Reporting
All employees are required to obtain pre-approval before engaging in any OBA by submitting an Outside Business Activity request through StarCompliance. The Administrator of the Code of Ethics will then coordinate the approval and reporting process.
In addition, all employees are required to submit an initial Outside Business Activity request upon their hire through StarCompliance if they have any OBA . Each employee that has
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disclosed an OBA must submit an updated request upon material changes to the activity or role involved. All employees will also complete the Report on Outside Business Activity annually.
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Political Activities & Contributions
Introduction
In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.
This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm . Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.
These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individuals right to participate in the political process. If you have any questions about political contributions or activities, contact the Administrator of the Code of Ethics .
General Rules
All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.
No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individuals right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.
All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.
Fundraising and Soliciting Political Contributions
Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm , unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead, email signature blocks, logos or other identifiers of TCW is prohibited.
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Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:
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originate from the individuals home address, |
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make clear that the solicitation is not sponsored by the Firm , and |
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make clear that the contribution is voluntary on the part of the person being solicited. |
Rules Governing Firm Contributions and Activities
Federal Elections
The Firm is prohibited from:
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making or facilitating contributions to federal candidates from corporate treasury funds, |
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making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities, |
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using, or allowing the use of, corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and |
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making partisan communications to its rank and file employees or to the public at large. |
Contributions to State and Local Candidates and Committees
The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:
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using the Firms funds for any political contributions to state or local candidates, or |
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making any political contribution in the Firms name. |
Political Activities on Firm Premises and Using Firm Resources
Federal, State, and Local Elections
All employees are prohibited from:
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Using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm -provided refreshments at a political event, and |
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directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action. |
Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:
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the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval. |
● |
the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month), |
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the activities do not prevent the individual from completing normal work or interfere with the Firms normal activity, |
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the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and |
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the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities. |
TCW follows the above policy for activities related to state and local elections.
Rules for Individuals
Responsibility for Personal Contribution Limits
Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.
Pre-Approval of all Political Contributions and Volunteer Activity
Each TCW employee, and their spouse, domestic partner and relative or significant other sharing the same house, must submit a
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Political Contribution Request Form to the Administrator of the Code of Ethics and obtain pre-approval before :
● | making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office, or a campaign committee, political party committee, proposition, referendum, initiative, other political committee or organization (example: Republican, Democratic Governors Association or Super PAC) or inaugural committee. A Contribution includes anything of value given or paid to: |
○ | influence any election for federal, state or local office; |
○ | pay any debt incurred in connection with such election; or |
○ | pay any transition or inaugural expenses incurred by the successful candidate for state or local office. |
● | volunteering their services to a political campaign, political party committee, proposition, referendum, initiative, political action committee ( PAC ) or political organization. |
Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.
New Hires
TCW considers all employees to be Covered Associates. New hires may not be made without the prior review of their political contributions and activities by Compliance . Human Resources will gather information on any new hire and provide this to Compliance for review. This information shall include information about the political contributions or activities of the new hire or his/her spouses, domestic partners and relatives or significant others sharing the same house. Legal and Compliance can exempt individuals or categories of employees from this review.
Participation in Public Affairs
The Firm encourages its employees to be involved in public affairs and political processes. Normally, participation in public affairs takes place outside of regular business hours. If participation in public affairs requires corporate time, or you wish to accept an appointive office, or you want to run for elective office, contact
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the Administrator of the Code of Ethics in order to request approval.
You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm .
Employees participating in political activities do so as individuals and not as representatives of the Firm . You may not:
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use either the Firms name or its address in material you mail or fundraising, and |
● |
identify the Firm in any advertisements or literature, except as necessary biographical information. |
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Other Employee Conduct
Personal Loans
You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.
Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm
Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm . Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firms funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.
Examples of improperly taking advantage of a corporate opportunity include:
● |
selling information to which an employee has access because of his/her position, |
● |
acquiring any property interest or right when the Firm is known to be interested in the property in question, |
● |
receiving a commission or fee on a transaction that would otherwise accrue to the Firm , and |
● |
diverting business or personnel from the Firm . |
Disclosure of a Direct or Indirect Interest in a Transaction
If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm ), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.
You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.
Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you
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or for which your parent, spouse, or child is an officer should be disclosed.
Corporate Property or Services
You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firms expense.
Use of TCW Stationery
You may not use corporate stationery for personal correspondence or other non-job-related purposes.
Giving Advice to Clients
The Firm cannot practice law or provide legal advice.
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Avoid statements that might be interpreted as legal advice; and |
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Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties. |
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Confidentiality
All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer .
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Sanctions
The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code , including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.
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Reporting Illegal or Suspicious Activity - Whistleblower Policy
Policy
The Firm is committed to compliance with the law and its policies in all of its operations. The Firms employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firms policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.
The Firm requires that all employees report activity that is illegal or does not comply with the Firms policies and procedures ( Compliance Issues ), including this Code . Reports about Compliance Issues will be held confidentially by the Firm except in limited circumstances. The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy. If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.
Procedure
In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report Compliance Issues .
An employee who has a good faith belief that a Compliance Issue may occur or is occurring is required to come forward and report under this policy. Good faith means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct.
The report should be made to the General Counsel and may be made in person, in writing (including email) or via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the General Counsel . Reports may also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21 st floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication. When making a
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report, employees should state in as much detail as possible the facts that raised a concern.
The General Counsel will consult with others, who may include the Chief Compliance Officer and outside counsel, about the investigation as appropriate. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the Chief Compliance Officer , the General Counsel or an external party.
The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained. To the extent practicable, employees will be kept apprised of the Firm s response to their reports.
The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.
Each quarter (or more frequently as necessary), the General Counsel will provide TCWs Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the California Office of the Attorney Generals whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation
Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.
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Glossary
A
Access Person(s) - Includes all of the Firms directors, officers, and employees, except those who (i) do not devote substantially all working time to the activities of the Firm , and (ii) do not have access to information about the day-to-day investment activities of the Firm . A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.
Account - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT , and CBO / CDO / CLO ).
Administrator of the Code of Ethics Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer .
Approving Officers - One of the Chief Operating Officer or the Head of Investment Operations Technology in addition to one of the General Counsel or the Chief Compliance Officer .
B
Beneficial Interest an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.
C
CBO - Collateralized bond obligation.
CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.
Chief Compliance Officer - The Chief Compliance Officer of TCW . For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.
CLO - Collateralized loan obligation.
Code of Ethics or Code - This Code of Ethics.
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Compliance Issue - activity that is illegal or does not comply with the Firms formal written policies and procedures
Contribution includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.
Covered Account Account of an Access Person or Covered Person .
Covered Person Spouse, minor child, relative or significant other sharing a house with an Access Person , or any other person, when the Access Person has a beneficial interest in the persons accounts or securities.
Covered Transaction A transaction in a Covered Account .
D
Direct Purchase Plan - An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.
E
Entertainment - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.
ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.
Ethical Walls or Informational Barriers - The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.
Exchange Act - Securities Exchange Act of 1934, as amended.
Exempt Securities - Those Securities described in the subsection Exempt Securities in the Personal Investment Transactions Policy.
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F
Firm or TCW - The TCW Group of companies.
Firm Personnel - All directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located.
Foreign Official - Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official .
G
General Counsel - The General Counsel of TCW . For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.
Gift - Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment , it does not fall within the category of Gifts .
I
IPO - Initial public offering. An offering of securities registered under the Securities Act , the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act .
Inside information - Material, non-public information.
Investment Compliance - The support group for certain trading areas that, among others, checks proposed trades and open trades against investment restrictions.
Investment Personnel - Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps
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execute a portfolio managers decision, and (ii) a member of the Investment Compliance Department.
L
Limited Offering - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .
Linked Broker A broker that provides account information by automatic feed to StarCompliance.
LM-10 Information Report - Report required for reporting gifts or entertainment to labor unions or union officials.
M
Material Information - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a companys securities.
MetWest - Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.
MetWest Mutual Funds - Metropolitan West Funds, each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by MetWest.
N
Non-Discretionary Accounts - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.
O
Outside Fiduciary Accounts - Certain fiduciary accounts outside of the Firm for which an individual has received the Firms approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics .
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P
Private Placements - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .
R
REIT - Real estate investment trust.
Registered Person(s) - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD .
Restricted Securities List - A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.
Rule 10b5-1 Plan - A rule established by the Securities Exchange Commission ( SEC ) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.
S
SEC - Securities and Exchange Commission.
Securities - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs , shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds. Does not include cryptocurrencies or digital currencies.
Securities Act - Securities Act of 1933, as amended.
T
TAMCO - TCW Asset Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.
TCW or Firm - The TCW Group of companies.
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TCW Advisor - Includes TAMCO , TIMCO , MetWest and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.
TCW Alternative Funds or TAF TCW Alternative Funds, including each of its series.
TCW Funds - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO
TCW Mutual Funds Collectively, the TCW Funds , MetWest Mutual Funds, TCW Alternative Funds and TSI and any other registered investment company advised by TIMCO , MetWest or any other affiliate, unless otherwise indicated.
TFD or TCW Funds Distributors LLC A limited-purpose broker-dealer (formerly, TCW Brokerage Services).
TIMCO - TCW Investment Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.
TSI - TCW Strategic Income Fund, Inc., a registered, closed-end investment company advised by TIMCO .
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Water Island Capital, LLC
Code of Ethics
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January 2017
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TABLE OF CONTENTS
1. | Definitions | 1 | ||||||
2. | Introduction | 3 | ||||||
3. | Standards of Business Conduct | 4 | ||||||
4. | Personal Trading | 4 | ||||||
4.1 | Maintenance and Oversight of Personal Trading | 4 | ||||||
4.2 | Access Person Accounts | 5 | ||||||
4.3 | Pre-Clearance | 5 | ||||||
4.4 | Restrictions on Access Person Securities Transactions | 6 | ||||||
4.5 | Reporting | 6 | ||||||
5. | Gifts and Entertainment | 7 | ||||||
5.1 | General Provisions | 7 | ||||||
5.2 | Receiving Gifts and Entertainment | 7 | ||||||
5.3 | Providing Gifts and Entertainment | 8 | ||||||
5.4 | Quarterly Certifications | 9 | ||||||
6. | Outside Business Activities | 9 | ||||||
6.1 | General Provisions | 9 | ||||||
6.2 | Conflict Mitigation | 9 | ||||||
7. | Political Contributions | 10 | ||||||
7.1 | General Provisions | 10 | ||||||
7.2 | Exceptions | 10 | ||||||
7.3 | Reporting | 11 | ||||||
7.4 | Recordkeeping Requirements | 11 | ||||||
7.5 | Compliance Monitoring | 11 | ||||||
8. | Foreign Corrupt Practices Act | 12 | ||||||
8.1 | Prohibited Payments | 12 | ||||||
8.2 | Permissible Payments | 12 | ||||||
8.3 | Compliance Pre-Approval | 13 | ||||||
9. | Administration of the Code of Ethics | 13 | ||||||
9.1 | Confidentiality | 13 | ||||||
9.2 | Review and Disciplinary Action | 13 | ||||||
9.3 | Authority to Provide Exemptions | 13 | ||||||
9.4 | Recordkeeping Requirements | 14 | ||||||
9.5 | Acknowledgment | 14 | ||||||
10. | Mutual Fund Board Reporting and Approval of the Code of Ethics | 14 |
1. |
Definitions |
Employees are responsible for reading and being familiar with each of the definitions below, which are used throughout the Code of Ethics. It is important that you understand the meaning of the definitions as their meaning may be more expansive or restricted than in another context. All defined terms are capitalized in the Code of Ethics.
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Access Person(s) Any partner, officer, director, employee, intern, or consultant 1 who has or may obtain access to non-public information regarding Clients purchase or sale of securities, or non-public information regarding the portfolio holdings of any Client, or any person who is involved in making investment decisions on behalf of Clients, or who has access to such recommendations that are non-public. As the Advisers primary business is providing investment advice, all personnel are presumed to be Access Persons unless otherwise confirmed with the CCO. Each Access Person is required to understand and comply with applicable reporting requirements of this Code. 2 |
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Access Person Account Any account holding Reportable Securities in which an Access Person has Beneficial Ownership. |
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Adviser Water Island Capital, LLC. |
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Automatic Investment Plan A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan. |
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Beneficial Ownership Having or sharing the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities. Generally, an individual is considered to have a Beneficial Ownership interest in Securities held in any account maintained by or for: |
a. |
Any member of an Access Persons Immediate Family sharing the same household; |
b. |
Any individuals who live in the Access Persons household and over whose purchases, sales or trading activities the Access Person exercises control or investment discretion; |
c. |
Any persons for whom the Access Person provides financial support and (a) whose financial affairs the Access Person controls, or (b) for whom the Access Person provides discretionary advisory services with respect to such persons ownership of securities; |
d. |
Any trust or other arrangement that names the Access Person as a beneficiary or remainderman; or |
e. |
Any partnership, corporation or other entity in which the Access Person has a 25% or greater beneficial interest, or in which the Access Person exercises, either individually or together with others, effective control. |
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CCO The individual designated by the Adviser to serve as Chief Compliance Officer. |
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Client / Client Account Any account, or public or Private Fund advised or sub-advised by the Adviser. |
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Covered Associate Any general partners, managing members or executive officers of the Adviser, employees who solicit government entities for the Adviser and their supervisors, and any political action committee controlled by the Advisers. Executive officers include the president, a vice president in charge of a principal business unit, division or function, and any |
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The CCO shall determine on a case-by-case basis whether interns, consultants, and temporary employees are Access Persons. |
2 |
A list of all Access Persons will be maintained by the Firms Compliance Department. |
Water Island Capital, LLC Code of Ethics |
Page 1 of 14 Amended: January 2017 |
other officer of the Adviser or any other person who performs policy-making functions for the Adviser. |
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Ethics Committee A committee composed of the CCO, Managing Member, and a third employee chosen by the CCO and Managing Member. The Ethics Committee may be empaneled from time to time at the request of the CCO to determine disciplinary action for violations of the Code. |
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Exempt Security An Exempt Security means any: |
a. |
Direct obligations of the government of the United States; |
b. |
Cash or cash equivalents, bankers acceptances, bank certificates of deposit, commercial paper, bank repurchase agreements and other high quality short term debt instruments; |
c. |
Shares issued by registered open end mutual funds (including money-market funds), and unit investment trusts, in each case provided they are not shares issued by Client Accounts. ETFs and shares issued by Client Accounts (e.g., interests in private funds and mutual funds advised or sub-advised by WIC) are NOT exempt from pre-clearance and reporting requirements. |
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Federal Securities Laws The Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (SEC) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. |
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Foreign Official Any officer or employee of a foreign government or any department, agency or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization. The definition of Foreign Official should be interpreted broadly, and also includes: |
○ |
Officials in the executive, legislative or judicial branches of a foreign government whether at federal (national), state or local level; |
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Employees and officers of state-owned, state-controlled, or state-operated enterprises; |
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Employees and officers of foreign-government controlled funds, such as pension funds or sovereign-wealth funds; |
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Political parties, political party officials and candidates for political office; and |
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Employees of public international organizations (e.g., the World Bank, IMF and EU). |
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Immediate Family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law, sister-in-law, and includes any adoptive relationship. |
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Limited Offering An offering that is exempt from registration pursuant to sections 4(a)(2) or 4(6) of the Securities Act, or pursuant to Rules 504, 505, or 506 of Regulation D; also known as a private placement. |
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Material Non-Public Information Information that (i) has not been made generally available to the public, and that (ii) a reasonable investor would likely consider important in making an investment decision. Access Persons should consult with Compliance about any questions as to whether information constitutes Material Non-Public Information. |
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Political Contribution Any gift, subscription, loan, advance, or deposit of money or anything of value made for (i) the purpose of influencing any election for federal, state or local office; (ii) payment of debt incurred in connection with any such election; or (iii) transition or inaugural expenses of the successful candidate for state or local office. |
Water Island Capital, LLC Code of Ethics |
Page 2 of 14 Amended: January 2017 |
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Private Fund A pooled investment vehicle, such as a hedge fund, that is not subject to registration requirements under the Securities Act of 1933 and Investment Company Act of 1940. |
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Reportable Security Any Security, except (i) Exempt Securities, or (ii) Securities in an account over which you do not have any direct or indirect influence or control, including Third Party Managed Accounts; |
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Restricted Security Any non-Exempt Security that: |
a. |
A Client Account owns or is in the process of buying or selling, with the exception of broad-based ETFs with market capitalizations in excess of $5 billion; |
b. |
The Firm is researching, analyzing or considering buying or selling for a Client or Client Account (see pre-clearance procedures for investment and risk team members); or |
c. |
Is subject to a restriction on trading issued by Compliance pursuant to the Firms Insider Trading policies and procedures. |
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Security Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Any questions about whether an instrument is a Security for purposes of the Code of Ethics should be directed to the CCO. For the avoidance of doubt, the term Security as used in this Code includes all ETFs. |
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Third Party Managed Account An account in which an Access Person has Beneficial Ownership and as to which: |
a. |
Pursuant to an agreement and in actual practice, an investment adviser or broker (who is not an Access Person or affiliate of WIC) has full discretionary authority to purchase and sell Securities without prior notification to, discussion with or consent of the accountholder or his/her representatives (including the Access Person); |
b. |
The Access Person retains no discretion over decisions to purchase or sell securities; and |
c. |
With respect to which communications with the adviser or broker are limited to confirmations and account statements, fee discussions, and other communications and discussions that do not relate to purchases or sales of specific Securities. |
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529 Plan A college tuition savings plan that meets the requirements of Section 529 of the Internal Revenue Code. |
2. |
Introduction |
Water Island Capital, LLC (WIC, Adviser or the Firm) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act). Rule 204A-1 under the Advisers Act requires all registered investment advisers to adopt a code of ethics that sets forth standards of conduct for Access Persons and requires them to comply with applicable Federal Securities Laws.
This Code establishes the standards of conduct required of all WIC Access Persons. The Code is designed to govern personal Securities trading activities in a manner consistent with the Advisers Act and Rule 17j-
Water Island Capital, LLC Code of Ethics |
Page 3 of 14 Amended: January 2017 |
1 under the Investment Company Act of 1940, as amended (the 1940 Act), as well as other regulatory requirements.
The information collected pursuant to this Code is a required element of the Firms reporting to the Board of Trustees of each registered investment company advised or sub-advised by the Firm.
3. |
Standards of Business Conduct |
WIC has a fiduciary duty to act in the best interests of its Clients. High ethical standards are essential to maintaining the confidence of Clients and investors in funds managed by the Firm. The Firms success and long term business interests are best served by adherence to the principle that the interests of Clients come first. Accordingly, the Firm has adopted the following principles to be followed by all of its Access Persons:
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You must put the interests of the Firms Clients before your own personal interests and must act honestly and fairly in all respects in dealings with Clients. |
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You must effect all personal Securities transactions in a manner that avoids any actual or perceived conflict between your personal interests and those of our Clients and fund shareholders. |
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You must avoid actions or activities that allow you or your family to take inappropriate advantage from your position with the Firm, or that bring into question your independence or judgment. |
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You must not disclose Material Non-Public Information to others or engage in the purchase or sale, or recommend or suggest the purchase or sale, of any Security to which such information relates. |
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You must comply with all Federal Securities Laws. |
Adherence to the Code of Ethics is a basic condition of employment by the Firm. If you have any doubt as to the propriety of any activity, you should consult with Compliance.
4. |
Personal Trading |
For the avoidance of doubt, securities transactions effected by Private Funds and mutual funds advised by WIC are exempt from Personal Trading requirements. 3 However, transactions in Securities issued by such funds (e.g., transactions in interests in Private Funds and mutual funds advised by WIC) are subject to the Personal Trading requirements.
4.1 |
Maintenance and Oversight of Personal Trading |
The Firm must be in a position to properly oversee the personal trading activity of its Access Persons. To assist with this oversight requirement, the Firm uses Cordiums Compliance Employee Level Filing (ELF), an online platform designed to facilitate the collection and analysis of the information required by Rule 204A-1. Each Access Person has been provided an ELF account to comply with many of the reporting requirements of this Code, such as maintenance of Access Person Account information, pre-clearance requests, transaction records, initial and annual holdings reports, new employee on-boarding, document distribution, annual and ad-hoc attestations, and compliance questionnaires.
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Compliance conducts surveillance of trading in all accounts managed by WIC. |
Water Island Capital, LLC Code of Ethics |
Page 4 of 14 Amended: January 2017 |
4.2 |
Access Person Accounts |
The Firm requires that all Access Person Accounts be held with broker/dealers that are capable of providing electronic transaction and holdings feeds directly to ELF. A list of such brokers may be obtained from Compliance. All new Access Person Accounts must be pre-approved by Compliance prior to being opened by submitting a New Brokerage Account notification via the ELF system. It is the responsibility of each Access Person to ensure all of their Access Person Accounts have been approved by Compliance and linked to ELF. Failure to report an account will be treated as a serious breach of this Code.
4.3 |
Pre-Clearance |
It is the responsibility of Access Persons to ensure that all Securities transactions being considered for their Access Person Accounts are not subject to a restriction contained in this Code. Prior to execution, Access Persons are required to obtain pre-clearance through the ELF system for all Reportable Securities transactions in their Access Person Accounts. Pre-clearance for transactions in Reportable Securities will only be effective until the end of the trading day on which the pre-clearance authorization is granted, unless otherwise specified by Compliance in writing.
Private Placements/Limited Offerings
Access Persons must obtain approval from Compliance prior to a transaction in a Limited Offering, including Private Funds managed by WIC. Access Persons seeking approval to transact in a Limited Offering must submit a request via email to Compliance, and furnish any prospectus, private placement memoranda, subscription documents and/or other materials about the investment as Compliance may request. If the request is approved, Compliance will add the Private Placement to the list of Securities in the ELF system, at which time the Access Person can submit the request through ELF. The effective period for pre-approval for a private placement is at the discretion of Compliance, but will be limited to a reasonable period of time prior to the date of the intended transaction.
Pre-Clearance Procedures for Investment and Risk Team Members
All investment and risk team members are required to obtain written approval from the Trading team prior to requesting pre-clearance in the ELF system for any trades in their Access Person Accounts. The Trading team will copy Compliance on all approvals. Compliance will notify the Trading Team immediately of any violations of these procedures.
Exceptions to the Pre-Clearance Requirements
Pre-clearance is not required with respect to the following transactions:
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Transactions in Exempt Securities; |
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Transactions made pursuant to an Automatic Investment Plan; |
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Transactions in a 529 plan; |
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Transactions made in a Third Party Managed Account; and |
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Transactions effected by Private Funds and mutual funds advised by WIC. (Note, however, that transactions in interests issued by Private Funds and mutual funds advised or sub-advised by WIC are subject to pre-clearance, reporting, and minimum holding period requirements). |
Water Island Capital, LLC Code of Ethics |
Page 5 of 14 Amended: January 2017 |
4.4 |
Restrictions on Access Person Securities Transactions |
Restricted Securities
Access Persons may not acquire Beneficial Ownership of Restricted Securities in their Access Person Accounts.
Sale of a Restricted Security
If an Access Person holds a Security in an Access Person Account that subsequently becomes a Restricted Security, the Access Person may be permitted to close the position under the following circumstances:
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The sale may only take place on a day when the Firm is not trading in the Security; |
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Pre-approval request must be submitted through ELF. Once pre-approval has been rejected by ELF, the Access Person must then submit the request to Compliance; and |
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Compliance may approve or reject the request, in writing, based on discussions with trading staff. |
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If approved, the sale can only take place on the same day approval is obtained. |
Initial Public Offerings
Access Persons are prohibited from acquiring for their Access Person Accounts any Security distributed in an initial public offering until trading of the Security commences in the secondary market. (An initial public offering is an offering of Securities registered under the Securities Act of 1933 where the issuer, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act or 1934).
Holding Period
The Firm believes that short-term or excessive personal trading by its Access Persons can raise conflicts of interests. Except as otherwise approved by Compliance in very limited circumstances (such as an unforeseen financial hardship), Access Persons are subject to a minimum 30-calendar day holding period for any Reportable Security in their Access Person Accounts.
4.5 |
Reporting |
Access Persons are required to report their Securities Transactions and Holdings via the ELF system as set forth below.
Holdings Reports
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Initial Each Access Person must submit a holdings report disclosing all Securities of which he or she has Beneficial Ownership (including Securities held in Third Party Managed Accounts) within 10 days of the start of employment. The information contained in the initial holdings report must be current as of a date no more than 45 days prior to the start of employment. |
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Annual Each Access Person must submit an annual holdings report disclosing all Securities of which he or she has Beneficial Ownership (including Securities held in Third Party Managed Accounts) at least once in each 12-month period after submitting the initial holdings report. The information |
Water Island Capital, LLC Code of Ethics |
Page 6 of 14 Amended: January 2017 |
contained in the annual holdings report must be current as of a date no more than 45 days prior to the date the report was submitted. |
Quarterly Trade Reporting Requirements
Within 30 days after the end of each quarter, all Access Persons must review and confirm a report generated by ELF listing all Reportable Securities transactions effected in their Access Person Accounts during the prior quarter. If any Reportable Securities transactions are missing from the pre-populated ELF report they will need to be added manually prior to submission.
Access Persons who did not effect any Reportable Securities transactions during the previous quarter are required to submit a certification on ELF indicating that no Reportable Securities transactions need to be reported.
Exceptions to the Quarterly Reporting Requirements
Transactions reports do not need to be filed for:
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Automatic Invest Plan accounts; |
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529 Plan accounts; |
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Transactions effected by accounts managed by WIC. (Transactions in interests in mutual funds and Private Funds managed by WIC are reportable); and |
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Accounts where the Access Person has no investment discretion (e.g., Third Party Managed Accounts). Access Persons are required to inform Compliance of these types of accounts and if requested, provide a letter from their Broker/Dealer or Financial Advisor confirming that the Access Person has no discretion over investment decisions. |
5. |
Gifts and Entertainment |
5.1 |
General Provisions |
Gifts and entertainment can foster goodwill in business relationships; however, the giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with the Firm could call into question the independence of its judgment as a fiduciary of its Clients. If the Firm and/or an employee were found to be acting in a position of undisclosed conflict of interest, it could be considered a breach of fiduciary duty.
Employees may not give or accept cash gifts or cash equivalents to or from Clients, brokers, vendors, or other persons that do business with the Firm.
With respect to dollar limits and reporting thresholds, gifts and entertainment must be valued at the higher of cost or market value. For example, the market value of tickets to a sold-out event may exceed their face value. Employees are responsible for researching the market value of event tickets.
5.2 |
Receiving Gifts and Entertainment |
Prohibitions
Solicitation of gifts or entertainment is strictly prohibited. Employees may not solicit charitable contributions from Clients, brokers, vendors, or other persons that do business with the Firm without the prior approval of Compliance, who shall maintain a record of each such solicitation.
Water Island Capital, LLC Code of Ethics |
Page 7 of 14 Amended: January 2017 |
Employees may not accept any gifts or entertainment in exchange for the purchase or sale of any securities to or for any of the mutual funds advised by the Firm. If there is any question about the appropriateness of any particular gift, employees should consult Compliance.
Gifts
On occasion, employees may be offered, or may receive gifts from Clients, brokers, vendors, or other persons that do business with the Firm. Employees are required to report all gifts via the ELF system unless they are promotional items of nominal value that display the donor firms logo (e.g., umbrellas, tote bags, shirts, etc.). Employees are limited to accepting gifts that have an aggregate value of no more than $100 annually from a single donor. All gifts should be sent to employees at the Firms offices and may not be sent to their homes.
Gifts for infrequent life events (e.g., a wedding gift or congratulatory gift for the birth or adoption of a child) are not subject to the annual limit provided they are customary and reasonable, personal in nature or not in relation to the business of the Firm. In determining whether a gift is personal in nature and not in relation to the business of the Firm, Compliance will consider the nature of any pre-existing personal or family relationship between the donor and the recipient.
Entertainment
Unsolicited business entertainment from Clients, brokers, vendors, or other persons that do business with the Firm, including meals or tickets to cultural and sporting events are permitted if they are not so frequent, lavish or extravagant in the context of the Firms geographic location, or of such high value as to raise a question of impropriety. Employees may not accept entertainment unless (i) there is a business purpose for such event (e.g., relationship building) and (ii) both the employee and the donor are present. Entertainment received that is valued at or estimated to be more than $100 must be reported via the ELF system.
5.3 |
Providing Gifts and Entertainment |
Gifts
Employees may not give any gift(s) with an aggregate value in excess of $100 per year to any person associated with a securities or financial organization, including brokerage firms or other investment management firms, to members of the news media, or to Clients or prospective Clients of the Firm without reporting such gifts to Compliance via the ELF system. Please note that some clients may have gift policies that are more restrictive and may be prohibited from accepting gifts other than promotional items from the Firm.
Entertainment
Employees may provide reasonable entertainment to persons associated with a securities or financial organization, members of the news media, or Clients or prospective Clients of the Firm provided that both the employee and the recipient are present, there is a business purpose for the entertainment and if it is not so frequent, lavish or extravagant in the context of the Firms geographic location, or of such high value as to raise a question of impropriety.
ERISA
ERISA prohibits the acceptance of fees, kickbacks, gifts, loans, money, and anything of value that are given with the intent of influencing decision-making with respect to any employee benefit plan. Many public employee benefit plans are subject to similar restrictions. Employees may never offer gifts or
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other favors for the purpose of influencing decisions of existing or prospective ERISA Clients. Entertainment of ERISA or public plan trustees may be permissible if there is a business purpose for the entertainment (e.g., review of account performance), but any such entertainment must be consistent with the Code of Conduct of the ERISA plan.
5.4 |
Quarterly Certifications |
Employees are required to certify each quarter that:
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The gift and entertainment information submitted via the ELF system is accurate and complete; and |
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No gifts or entertainment were received in exchange for the purchase or sale of any securities to or for any of the mutual funds advised by the Firm. |
6. |
Outside Business Activities |
6.1 |
General Provisions |
The Firm requires that employees devote their full professional attention to the interests of the Firm and its Clients. Accordingly, employees are prohibited from engaging in any of the following outside business activities without the prior written consent of the Chief Compliance Officer:
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Engaging in any other business; |
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Acting as an officer of or employed or compensated by any other person for business-related activities; |
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Serving as general partner, managing member or in a similar capacity with partnerships, limited liability companies or Private Funds other than those managed by the Firm or its affiliates; |
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Engaging in personal investment transactions to an extent that diverts an employees attention from or impairs the performance of his or her duties in relation to the business of the Firm and its Clients; |
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Having any direct or indirect financial interest or investment in any dealer, broker or other current or prospective supplier of goods or services to the Firm or the Funds (other than ownership of publicly traded securities) from which the employee might benefit or appear to benefit materially; or |
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Serving on the board of directors (or in any similar capacity) of another company, including not-for-profit corporations. Authorization for board service will normally require that the Firm not hold or purchase any securities of the company on whose board the employee sits. |
6.2 |
Conflict Mitigation |
The Chief Compliance Officer may consult with the Firms Managing Member and/or Management Committee to determine whether the requested outside business activity could pose potential conflicts of interests with the employees duties to the Firm or its Clients, including compliance with the Firms Insider Trading Policy. In addition, all approved outside business activities are subject to the following conditions:
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The employee is prohibited from implying that he or she is acting on behalf of, or as a representative of, the Firm; |
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The employee is prohibited from using the Firms offices, equipment or stationery for any purpose not directly related to the Firms business; |
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The employee must immediately report to the Chief Compliance Officer any material change with respect to the outside business activity, as well as any conflicts of interests that may arise after the activity is approved. |
7. |
Political Contributions |
7.1 |
General Provisions |
Rule 206(4)-5 under the Advisers Act prohibits investment advisers from providing advisory services for compensation to a government entityeither directly or through a pooled investment vehicleif the adviser or its Covered Associates have made a Political Contribution within the previous two years to an elected official of a state (or political subdivision of a state) who is in a position to influence the selection of the adviser.
The rule further prohibits advisers and Covered Associates from:
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Soliciting or coordinating campaign contributions from others for an elected official who is in a position to influence the selection of the adviser; |
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Soliciting and coordinating payments to political parties in the state or locality where the adviser is seeking business; |
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Paying a third party, such as a solicitor or placement agent, to solicit a government Client on behalf of the investment adviser, unless that third party is an SEC-registered investment adviser, broker-dealer or municipal advisor subject to similar pay-to-play restrictions; |
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Engaging in pay-to-play conduct indirectly, such as by directing or funding contributions through third parties such as spouses, lawyers or companies affiliated with the adviser, if that conduct would violate the rule if the adviser or Covered Associate did it directly. |
7.2 |
Exceptions |
Political Contributions that would otherwise disqualify an adviser from providing investment advisory services to a government entity can be made under the following circumstances:
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De Minimis Contributions SEC rules permit a Covered Associate to make contributions to officials for whom he or she was entitled to vote at the time of the contribution if, in the aggregate, the contributions do not exceed $350 to any one official, per election. If the Covered Associate was not entitled to vote for the official at the time of the contribution, such contribution may not exceed $150, in the aggregate, to any one official, per election. |
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New Covered Associates Contributions made by new Covered Associates more than six months prior to joining the adviser will not disqualify the adviser, as long as such Covered Associates do not solicit Clients for the adviser. |
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Returned Contributions In very limited circumstances, an adviser might not be disqualified from providing investment advisory services to a government entity if the prohibited contribution was less than $350, is discovered within four months of the date of the |
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contribution, and returned within 60 days after the date of discovery. The Firm may not take advantage of this exception more than two times per calendar year, and not more than once per Covered Associate regardless of the time period. |
7.3 |
Reporting |
All employees are required to report all Political Contributions on the ELF system promptly. Contributions in excess of the de Minimis amounts stated above must be pre-approved by Compliance.
New employees are required to report all Political Contributions made within the two years preceding the start of employment with the Firm.
7.4 |
Recordkeeping Requirements |
The Firm is required to make and keep records for five years of:
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The names, titles, and business and residence addresses of all Covered Associates; |
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All direct or indirect Political Contributions made by the Firm or Covered Associates to an official of a government entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a political action committee. These records must include the name and title of each contributor, the amount and date of each contribution or payment, the name and title of each recipient (including any city/county/state or other political subdivision) of a contribution or payment, and whether any such contribution was the subject of the exception for certain returned contributions; |
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The name and business address of any person or entity to whom the Firm provides or agrees to provide, directly or indirectly, payment to solicit a government entity for investment advisory services on its behalf; |
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All government entities whose accounts were identified as those of a government entityat or around the time of the initial investmentto the Firm or one of its Client servicing employees or Covered Associates; |
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All government entities that sponsor or establish a 529 Plan and have selected a Fund advised by the Firm as an option to be offered by such 529 Plan; |
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All government entities that have been solicited to invest in a Fund advised by the Firm either (i) by a Covered Associate, or (ii) by an intermediary of the Fund if a Covered Associate or Client servicing employee of the Firm participated in or was involved in such solicitation, regardless of whether such government entity invested in the Fund; and |
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All government entities that invest in Funds advised by the Firm whose accounts can reasonably be identified as being held in the name or for the benefit of such government entity on the records of the Fund or the transfer agent. |
7.5 |
Compliance Monitoring |
Compliance will monitor all requests for new Client accounts and subscriptions to identify any U.S. federal, state or local governmental units (including pension and other benefit plans of such units) that may become Clients of the Firm or investors in its funds. Compliance will review Political Contributions made by Covered Associates for the prior two years to determine whether the Firm will be permitted to provide services to such Clients or investors, and if contributions have been made, whether corrective action, including seeking a return of the contribution, should be taken. With respect to investment
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companies advised by the Firm, Compliance will obtain from the Transfer Agent, on a quarterly basis, a list of shareholder accounts that may be coded as government entities. Compliance will assess such information and make a reasonable determination as to whether the accounts are deemed to be a state or local government entity.
8. |
Foreign Corrupt Practices Act |
The Foreign Corrupt Practices Act of 1997, as amended (FCPA), prohibits improper payment to, or other improper transactions with, foreign government officials to influence performance of official duties. The FCPA prohibits offering to pay, paying, promising to pay, or authorizing the payment, directly or indirectly through a third party, of money or anything of value to any foreign official in order to influence any act or decision of the foreign official in his or her official capacity or to secure any other improper advantage in order to obtain or retain business. The FCPA applies to U.S. entities and persons and their officers, directors and employees. Non-U.S. persons are also subject to the FCPA to the extent that they carry out any part of any prohibited activity in or from the U.S.
Business and Client-related investment activities of the Firm that may raise issues under the FCPA include:
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Raising funds or capital or seeking investment management Clients outside the U.S. (including from foreign government or state-owned investment entities or sovereign wealth funds); |
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Acquisition of a significant or controlling interest in a non-U.S. company; |
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Investment in an entity or joint venture owned or partially owned by a foreign government; and |
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Use of consultants, agents, or other third parties in soliciting non-U.S. investors or Clients or in seeking or making non-U.S. investments. |
8.1 |
Prohibited Payments |
Employees are prohibited from making a payment of anything of value to a Foreign Official, directly or indirectly, with the intent to induce the recipient to misuse his or her official position, to obtain any improper advantage or to direct business wrongfully to the Firm. Specifically, employees are prohibited from paying, offering to pay or promising to pay money or anything of value, including but not limited to cash, gifts, entertainment or travel-related expenses. Additional examples of the types of payments that may be considered payments of value that can violate the FCPA include:
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In-kind contributions; |
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Investment opportunities; |
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Subcontracts; |
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Positions in joint ventures; |
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Favorable contracts; |
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Consulting fees; |
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Business opportunities or employment opportunities for family members; |
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Political contributions; and |
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Charitable donations and sponsorships. |
8.2 |
Permissible Payments |
The FCPA permits certain small facilitating or expediting payments to Foreign Officials to ensure that they perform routine, nondiscretionary governmental duties (e.g. expediting permits, licenses, or other
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official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pick-up and delivery; providing phone service, power and water supply, or protecting perishable products; and scheduling inspections associated with contract performance or transit of goods across country). The FCPA also permits payment or reimbursement of reasonable and bona fide expenses of a foreign official (e.g., travel and lodging expenses) relating to the promotion, demonstration or explanation of a product or service or to the execution or performance of a contract with a foreign government.
8.3 |
Compliance Pre-Approval |
Employees are required to obtain written approval from Compliance prior to:
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Entering into an arrangement on behalf of the Firm or any of its Clients with a third party intermediary who will act as placement agent or otherwise assist in the solicitation of investors or Clients outside the U.S.; |
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Entering into a transaction on behalf of the Firm or any of its Clients for the acquisition of a significant or controlling interest in a non-U.S. company; |
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Entering into a joint venture on behalf of the Firm or any of its Clients to be owned or to be partially owned by a foreign government or Foreign Official; and |
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Giving a gift of more than a de Minimis value to a Foreign Official. |
9. |
Administration of the Code of Ethics |
9.1 |
Confidentiality |
All information submitted pursuant to this Code will be treated as confidential to the extent permitted by law.
9.2 |
Review and Disciplinary Action |
All information supplied pursuant to the Code will be reviewed by Compliance. 4 Violations of the Code will be discussed with the Ethics Committee. The Firm may impose such sanctions or remedial action as deemed appropriate by the CCO and the Ethics Committee. These sanctions may include, among other things, suspension of trading privileges, disgorgement of profits, suspension or termination of employment. In addition, violators may be subject to civil or criminal penalties.
9.3 |
Authority to Provide Exemptions |
The CCO has the authority to exempt any Access Person from certain provisions of this Code upon a determination that such exemption would not be inconsistent with Clients interests or applicable law. The CCO will prepare a written memorandum of any exemption granted, including a description of the circumstances and reasons for the exemption, and will provide a summary of exemptions granted to the Firms Management Committee on a quarterly basis.
4 |
The Firm currently has two compliance officers. The Director of Compliance is responsible for reviewing the CCOs transaction reports and vice-versa. In the absence of the Director of Compliance, the Firms Managing Member will be responsible for reviewing the CCOs compliance with the Code. |
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9.4 |
Recordkeeping Requirements |
Copies of Access Persons reports, confirmations, account statements, compliance reviews, and each version of the Code of Ethics will be maintained as required by applicable recordkeeping requirements.
9.5 |
Acknowledgment |
Compliance will distribute a copy of the Code to all Access Persons annually or when material changes are made to the Code. All Access Persons are required to sign and acknowledge their receipt of this Code by signing an attestation through ELF.
10. |
Mutual Fund Board Reporting and Approval of the Code of Ethics |
The Firm serves as adviser or sub-adviser to a number of mutual funds. The Board of Trustees of each mutual fund advised or sub-advised by the Firm, including a majority of the Independent Directors, must approve the Firms Code of Ethics. In addition, no less frequently than annually, the Firm must provide each mutual fund Board a written report that:
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Describes any issues arising under the Code since the previous report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
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Certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
The Firms CCO is required to notify the Board of each mutual fund advised or sub-advised by the Firm of any material changes to the Code of Ethics within six months of adoption of any such change. The CCO will also provide a memorandum describing the changes to the Code and the reasons for the changes, if applicable.
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COMPLIANCE POLICIES & PROCEDURES MANUAL
FOR
REAL ESTATE MANAGEMENT SERVICES GROUP, LLC
JULY 1, 2017
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REMS Group, LLC is the sole owner of all rights to this manual and it must be returned to REMS Group, LLC immediately upon termination of employment. The information contained herein is confidential and proprietary and may not be disclosed to any third party or otherwise shared or disseminated in any way without the prior written approval of REMS Group, LLC.
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CODE OF ETHICS
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Real Estate Management Services Group, LLC Code of Ethics
Introduction This is the Code of Ethics (the Code} of Real Estate Management Services Group, LLC ( REMS}. REMSs policies on Insider Trading and Personal Securities Transactions are included in the Code.
General Principles REMS is a fiduciary for its investment advisory clients. Because of this fiduciary relationship, it is generally improper for REMS or its employees to: ● use for their own benefit (or the benefit of anyone other than the client} information about ● take advantage of investment opportunities that would otherwise be available for REMSs
As a matter of business policy, REMS wants to avoid even the appearance that REMS, its employees or others receive any improper benefit from information about client trading, client accounts or from our relationships with our clients and with the brokerage community.
All employees will be expected to read, understand, and abide by these Policies and to follow all related procedures to uphold the standards of set forth by REMS.
REMS treats violations of this Code (including violations of the spirit of the Code} very seriously. If you violate either the letter or the spirit of this Code, REMS may take disciplinary measures against you, including, without limitation, reducing compensation, demotion, requiring unwinding of the trade, requiring disgorgement of trading gains, suspending or terminating employment, or any combination of the foregoing.
REMS views protecting its clients private information as a top priority and, pursuant to the requirements of the Gramm-Leach-Bliley Act (the GLBA}, REMS has instituted policies and procedures to ensure that client information is kept private and secure. The Privacy section and the related procedures contained herein, are designed to comply with applicable privacy laws, including the GLBA, and to protect nonpublic personal information of REMS clients.
Improper trading activity can constitute a violation of this Code. Nevertheless, you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts.
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These terms have special meanings in this Code of Ethics
Supervised Person This term includes directors, officers, and partners of REMS, as well as any other person occupying a similar status or performing similar functions. REMS may also include in this category temporary workers, consultants, independent contractors and anyone else designated by the Chief Compliance Officer. For purposes of the Code, such outside individuals will generally only be included in the definition of a supervised person if their duties include access to certain types of information, which would put them in a position of sufficient knowledge to necessitate their inclusion under the Code. The Chief Compliance Officer shall make the final determination as to which of these are considered supervised persons. The term Employee as used herein shall include Supervised Persons.
Access Person Is an Employee or other person (i} who has access to nonpublic information regarding any clients purchase or sale of securities, is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic, (ii} includes each member of the Family/Household (as defined below} of such person that is directly employed by REMS, and (iii} each person to whom such person contributes support. For purposes of this Code, all Supervised Persons and Employees are collectively referred to as Access Person.
Advisory Client Any person to whom or entity to which REMS serves as an investment adviser, renders investment advice to or makes any investment decisions for a fee is considered to be a client.
Beneficial Ownership Means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. Beneficial Ownership is a very broad concept.
Chief Compliance Officer The person appointed by REMS as specified in Exhibit A or another person that has been designated to perform the functions of Chief Compliance Officer when the named Chief Compliance Officer is not available. For purposes of reviewing the Chief Compliance Officers own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by an executive officer of REMS, or alternate staff member, and shall be clearly denoted in REMSs compliancefiles. |
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Securities Anything that is considered a security under the Investment Company Act of 1940, except : ● Direct obligations of the U.S. Government. ● Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements. ● Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds}. This is a very broad definition of security. If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the CCO.
Non-Reportable Securities Specifically exempt from the definition of Securities are: treasury securities; bank certificates of deposits, commercial paper, etc.; money market fund shares; shares of open-end mutual funds that are not advised or sub-advised by REMS; and units of a unit investment trust if the UIT is invested exclusively in unaffiliated mutual funds.
Members of your Family/Household include ● Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support}. ● Your children under the age of 18. ● Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support}. ● Any of the people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, including adoptive relationships. ● Any of the above to whom you provide investment advice whether they live in the same household or not. There are several reasons why this Code covers transactions in which members of Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that is supported financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that persons support. Second, members of a household could, in some circumstances, learn of information regarding REMSs trading or recommendations for client accounts, and they must not be allowed to benefit from that information.
Guidelines for Professional Standards ● All Employees must at all times reflect the professional standards expected of those engaged in the investment advisory business, and shall act within the spirit and the letter of the federal, state and local laws and regulations pertaining to investment advisers and the general conduct of business. These standards require all personnel to be judicious, accurate, objective, and reasonable in dealing with both clients and other parties so that their personal integrity is unquestionable. ● All Employees are required to report any violation of the Code, by any person, to the Chief Compliance Officer or other appropriate person of REMS immediately. Such reports will be held in confidence. |
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● Employees must place the interests of Advisory Clients first. All Employees must scrupulously avoid serving their own personal interests ahead of the interests of REMSs Advisory Clients. In addition, Employees must work diligently to ensure that no client is preferred over any other client. ● All Employees are naturally prohibited from engaging in any practice that defrauds or misleads any client or the Mutual Funds, or engaging in any manipulative or deceitful practice with respect to clients or securities or the Mutual Funds, employing any device, scheme or artifice to defraud the Mutual Fund or making any untrue statement of a material fact to the Mutual Funds or omitting to state a material fact necessary in order to make the statements made to the Mutual Funds, in light of the circumstances under which they are made, not misleading. ● No Employee may serve on the board of directors of any publicly traded company without prior written permission by the Chief Compliance Officer, or other appropriate personnel. ● Employees must conduct all personal securities transactions in full compliance with this Code. Doubtful situations always should be resolved in favor of Advisory Clients and in cooperation with the Chief Compliance Officer. Technical compliance with the Codes provisions shall not automatically insulate from scrutiny any securities transactions or actions that could indicate a violation of REMSs fiduciary duties. ● Personal transactions in securities by Employees must be accomplished to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of REMSs clients. Likewise, Employees must avoid actions or activities that allow (or appear to allow} a person to profit or benefit from his or her position with REMS at the expense of clients, or that otherwise bring into question the persons independence or judgment. ● REMS has adopted Insider Trading Policies, which set parameters for the establishment, maintenance, and enforcement of policies and procedures to detect and prevent the misuse of material non-public information. ● Employees are prohibited from accepting compensation for investment related services from outside sources without the specific prior written permission of the Chief Compliance Officer or other appropriate personnel. ● When any Employee faces a conflict or potential conflict between their personal interest and the interests of clients, they are required to immediately report the conflict to the Chief Compliance Officer for instruction regarding how to proceed. ● The recommendations and actions of REMS are confidential and private matters. Accordingly, we have adopted a Privacy Policy to prohibit the transmission, distribution, or communication of any information regarding securities transactions in client accounts or other non-public information, except to broker/dealers or other bona fide service providers in the ordinary course of business. In addition, no information obtained during the course of employment regarding particular securities (including internal reports and recommendations} may be transmitted, distributed, or communicated to anyone who is not affiliated with REMS, without the prior written approval of REMS management or the Chief Compliance Officer. ● No Employee may solicit or accept gifts or gratuities from clients, brokers, vendors or other persons in connection with the employees activities at or on behalf of the Firm. Notwithstanding the foregoing general prohibition, an employee may accept gifts of a |
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nominal value ( i.e. , gifts whose reasonable value is no more than $250 in the form of promotional items such as pens, mugs, T-shirts, or similar items} and an employee may accept customary business meals, entertainment ( e.g. , sporting events, concerts}, and similar items in an amount of $500* without prior written approval from the Chief Compliance Officer. If an Employee receives any gift that might be prohibited under this Code, the Employee must return the gift and inform the CCO. |
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No Employee may give on their own behalf or on behalf of REMS any gift which has a nominal value in excess of $250 ( i.e. , gifts whose reasonable value is no more than $250 in the form of promotional items such as pens, mugs, T-shirts, or similar items} or customary business meals, entertainment ( e.g. , sporting events, concerts}, and similar items in an amount of $500* without prior written approval from the Chief Compliance Officer or where prior approval is impractical prompt notification to the CCO after the event. |
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*The value of meals and entertainment over $500 will be evaluated as to reasonability based upon location, number of attendees and other relevant factors. |
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Personal Trading Policies |
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General Information |
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The following policies and procedures apply to all accounts owned or controlled by an Employee, those accounts owned or controlled by members of the Employees immediate family, including any relative by blood or marriage living in the same household, and any account in which the Employee has any beneficial interest, such as a trust account, certain investment pools in which you might participate, and certain accounts that others may be managing for you. These accounts are collectively referred to as covered accounts. Any account in question should be addressed with the Chief Compliance Officer immediately to determine if it is a covered account. |
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Reporting Requirements |
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The reports described below must be filed, even if you have no holdings, transactions, or accounts to list in the reports. |
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Copies of all reporting forms may be obtained from the Chief Compliance Officer. |
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1. Initial Holdings Reports |
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No later than 10 calendar days after you become an employee (or within 10 days of the adoption of this Code if you were already an employee at the time of its adoption}, you must file an Initial Holdings Report with the Chief Compliance Officer . |
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The Initial Holdings Report requires you to list all brokerage accounts and securities owned or controlled by you, or members of your Family/Household of which you may reasonably be assumed to have or should have knowledge of. It also requires you to list all brokers, dealers and banks where you maintained an account in which any security (not just Covered Securities} may be deemed to be in any way real estate related and is held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an employee (or on the date this Code was adopted, if you were already an employee on such date}. |
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Each Employee shall instruct the broker of record for the covered account(s} to send duplicate confirmations and brokerage statements to REMS, c/o the Chief Compliance Officer. If the Employee does not have duplicate statements sent, copies must be provided to the CCO within 30 days of receipt. Each Employee must notify the Chief Compliance Officer of any updates or changes to his or her covered accounts within 10 days of such update or change. |
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The Initial Holdings Report also requires confirmation that you have read and understand this Code and that you understand that it applies to each Employee and members of their Family/Household. |
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Each Employee is responsible for notifying the CCO of any new accounts opened by the Employee or by a member of their Family/Household during the year which would meet the reporting requirements for the Initial Holdings Report and insure that the CCO is provided duplicate copies of confirmations and brokerage statements from the broker of record. |
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2. Annual Certification |
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Each Employee must file an Annual Certification with the Chief Compliance Officer. The CCO shall forward the document to Employees. The certification must be signed and returned to the CCO within 10 days from receipt. |
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The Annual Certification requires the Employee to verify that the list of accounts previously provided to the CCO contains all accounts which may contain securities deemed to be in any way real estate related in which the Employee (or a member of their Family/Household} had Beneficial Ownership as of December 31 of the prior year of which you may reasonably be assumed to have or should have knowledge of. The Annual Certification also requires confirmation that each Employee has read and understands this Code, has complied with its requirements, and understands that it applies to you and members of your Family/Household. |
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Review and Recordkeeping |
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1. The Chief Compliance Officer shall review and compare all reported transactions with: |
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a. the transactions of the Employee indicated on his or her confirmations and account statements; and |
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b. the transactions of clients of REMS. |
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2. If the Chief Compliance Officer suspects that an Employee has violated these Procedures, the alleged violation shall be investigated, and, as a part of that investigation, the Employee shall have an opportunity to explain why the violation occurred or did not occur. |
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3. If the Chief Compliance Officer concludes that an Employee has violated these Procedures, a report of such violation shall be submitted, including scope and results of the investigation of such violation, and a recommendation on what steps should be taken to address such violation, including recommending sanctions if warranted, to the chief executive officer of the Investment Adviser. |
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4. After reviewing the report of the Chief Compliance Officer and any other relevant information, the chief executive officer and/or other officers designated to review violations of these Procedures, shall as he or she deems appropriate, impose a sanction, which may include a letter of censure, forfeiture of profits, suspension, and/or termination of employment
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Prohibited and Restricted Transactions 1. Neither the Employee nor any Family/Household member may acquire any Beneficial Ownership in any security (not just Covered Securities} in an initial public offering without first seeking written approval from the Chief Compliance Officer. 2. Purchases and sales of restricted securities issued by public companies are generally prohibited, unless the Chief Compliance Officer determines that the contemplated transaction will raise no actual, potential, or apparent conflict of interest. 3. Any Employee wishing to purchase or sell a security obtained through a private placement, including purchase of any interest in a hedge fund, must first seek approval by the Chief Compliance Officer. In addition, if an Employee who owns a security in a private company knows that REMS is about to engage in an IPO, she/he must disclose this information to the Chief Compliance Officer.
Case-by-Case Exemptions Because no written policy can provide for every possible contingency, the Chief Compliance Officer may consider granting additional exemptions from the Prohibitions on Trading on a case-by-case basis. Any request for such consideration must be submitted by the Employee in writing to the Chief Compliance Officer. Exceptions will only be granted in those cases in which the Chief Compliance Officer determines that granting the request will create no actual, potential, or apparent conflict of interest.
Pre-clearance With respect to real estate related securities and transactions of Fund shares, the Employee and members of their Family/Household are prohibited from engaging in any transaction for any account in which the Employee or a Family/Household member has any Beneficial Ownership, unless you obtain, in advance of the transaction, pre-clearance for that transaction. Pre-clearance is obtained by first completing and signing the Pre Clearance Form. (A copy of the Pre-Clearance Form can be obtained from the Chief Compliance Officer.} The Pre-Clearance Form is then submitted to the Chief Compliance Officer for pre-clearance. Reasons supporting the acquisition of any limited offering or IPO must be stated in the Pre-Clearance Form.
If pre-clearance is obtained, the approval is valid for the day on which it is granted and the immediately following business day. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before execution of the transaction. The Chief Compliance Officer may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any Security if REMS has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security}.
The pre-clearance requirements do not apply to the following categories of transactions: Transactions in Securities issued or guaranteed by any national government, that is a member of the Organization for Economic Cooperation and Development, or any agency, or authority thereof. Transactions that occur by operation of law or under any other circumstance in which neither the Employee nor any Family/Household member exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. Purchases of Securities pursuant to an automatic dividend reinvestment plan. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of |
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Revised: July 1, 2017 4 1 |
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Securities held by the Employee (or Family/Household member} and received from the issuer.
Blackout Period The blackout period described below applies to employees of REMS who are most likely to have access to information about which securities will be purchased or sold on behalf of client accounts. It is designed to prevent front running and various other activities that create conflicts with the interests of clients.
No Employee (including any member of the Family/Household of such Employee} may purchase or sell any Covered Security which may be deemed to be in any way real estate related within the two calendar days immediately before or after a calendar day on which any client account managed by REMS purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security}, unless the Employee had no actual knowledge that the Covered Security (or any closely related security} was being considered for purchase or sale or was in fact purchased or sold for any client account. Note that the total blackout period is 5 days (the day of the client trade, plus two days before and two days after}.
REMS recognizes that certain situations may occur entirely in good faith and will not take disciplinary measures in such instances if it appears that the Employee acted in good faith and in the best interests of REMSs clients. The above notes are not intended to specify instances of compliance and non-compliance with the Blackout Period restrictions, but rather are provided for clarification purposes to help ensure that any apparent or real conflicts that may arise between compliance with the Blackout Period and the pursuit of clients interests are always resolved in favor of the clients interests.
The blackout requirements do not apply to the following categories of transactions:
Transactions that occur by operation of law or under any other circumstance in which neither the Employee nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. Purchases of Securities pursuant to an automatic dividend reinvestment plan. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Securities held by the Employee (or Family/Household member} and received by the Employee (or Family/Household member} from the issuer.
Insider Trading The purpose of these policies and procedures (the Insider Trading Policies} is to educate Employees regarding insider trading, and to detect and prevent insider trading by any person associated with REMS. The term insider trading is not defined in the securities laws, but generally, it refers to the use of material, non-public information to trade in securities or the communication of material, non-public information to others.
Prohibited Activities All Employees of REMS, including contract, temporary, or part-time personnel, or any other person associated with REMS are prohibited from the following activities:
a} trading or recommending trading in securities for any account (personal or client} while in |
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Revised: July 1, 2017 4 2 |
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Penalties for Insider Trading The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. An Employee may be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include: civil injunctions jail sentences revocation of applicable securities-related registrations andlicenses fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and fines for the Employee or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. In addition, REMSs management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.
Sanctions All disciplinary responses to violations of the Code shall be recommended by the Chief Compliance Officer to the Managing Director of REMS for approval and administration. Determinations regarding appropriate disciplinary responses will be administered on a case-by-case basis.
Certification Upon REMS adoption of this Code and annually thereafter, all Employees are required to certify in writing his or her understanding and continuing acceptance of, as well as agreement to abide by, the guidelines and polices set forth herein. Additionally, any change or modification to the Code will be distributed to all Employees and they will be required to certify in writing their receipt, understanding, and acceptance of the change(s}.
Political and Charitable Contributions Employees making political contributions of more than $150, in cash or services under the below circumstances must report each such contribution to the CCO, who will compile and report thereon as required under relevant regulations. In accordance with Rule 206(4}-5 under the Investment Advisers Act of 1940: Where REMS and/or its Employees have made a political contribution of more than $150 to an elected official of a state or local government entity who is in a position to influence the selection of REMS for government contracts, REMS and its Employees will be prohibited from providing advisory services, for compensation (either directly or through a pooled investment vehicle} to that government entity for two years. REMS and/or its Employees are prohibited from soliciting or coordinating campaign contributions from others a practice referred to as bundling for an elected official who is in a position to influence the selection of REMS. REMS and/or its Employees are also prohibited from the solicitation and coordination of payments to political parties in the state or locality where REMS is seeking business. REMS and/or its Employees are prohibited from paying a third party, such as a solicitor or placement agent, to solicit a government client on behalf of REMS, unless that third party is an SEC-registered investment adviser or broker-dealer subject to the restrictions under Rule 206(4}-5 under the Investment Advisers Act of 1940. |
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Revised: July 1, 2017 44 |
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Confidentiality
As an essential part of employment, REMS Employees will have access to Trade Secrets, Client Nonpublic Personal Information and Company Confidential Information which are the sole and exclusive property of REMS.
Trade Secrets Those special and unique items which are not commonly known by or available to the public and which information REMS and REMS Clients derive substantial economic value. The Company considers its proprietary Value, Yield-Advantage analysis of public real estate companies, including but not limited to its Risk Control Monitor, stock selection screens, company financial models and related portfolio structuring and trading practices as fundamentally distinct from other investment groups and examples of REMS Trade Secrets.
Client Nonpublic Personal Information Information with respect to current and former individual Clients and prospective Clients required to be maintained in confidence and protected by REMS including any personally identifiable financial information provided to REMS in subscription/new client documents or otherwise by the Client or its representatives that is not publicly available, any list that is derived using any personally identifiable financial information that is not publicly available, account balances and investment information, and the identity of the Client as a REMS client or a fund investor; and in particular encompasses social security numbers, personal cell phone numbers, home email addresses, net worth and investments, and credit information.
REMS views protecting its clients private information as a top priority and, pursuant to the requirements of the Gramm-Leach-Bliley Act (the GLBA}, REMS has instituted the herein described policies and procedures to ensure that client information is kept private and secure.
Company Confidential Information |
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Information (in any form or media whatsoever} regarding REMS Clients, prospective Clients, terms of contracts with Clients, planning and financial information of REMS or its Clients, marketing strategies, REMS finances and strategic planning, employee compensation or other employment practices, logos, trade names, service marks, internal forms and procedures, or other business information relating to REMS which REMS determines to have value to its business.
Employees may use the Trade Secrets, Client Nonpublic Personal Information and Company Confidential Information solely for the benefit of REMS and its Clients in the course of Employees duties with REMS. Any disclosures by an Employee to a third party outside of the Employees duties and responsibilities must be by expressly authorized by either REMS President or Managing Director. Employees will not, directly or indirectly, while Employee is in REMS employ or at any time thereafter, disclose to any person, or improperly use or exploit, any Trade Secret, Client Nonpublic Personal Information or Confidential Information which was disclosed to Employee or came within Employees knowledge while at REMS. This encompasses any such disclosure for Employees own personal benefit, or the benefit of any entity to which Employee is then employed or engaged or may become employed or engaged, or other third party where the disclosure is not authorizedby REMS. |
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Revised: July 1, 2017 45 |
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Upon separation from the Company for any reason, Employees shall promptly deliver to REMS all property belonging to the company, including, without limitation, all Company Confidential Information and Trade Secrets in the Employees possession, custody or control. REMS may use all legal avenues available to enforce this section.
Privacy Policy
This Privacy Policy applies to all nonpublic personally identifiable information of our former, current and prospective clients.
Overview of the Guidelines for Protecting Client Information In Regulation S-P, the Securities and Exchange Commission (the SEC} published guidelines, pursuant to section 501(b} of the GLBA, that address the steps a financial institution should take in order to protect client information. The overall security standards that must be upheld are:
1. Ensure the security and confidentiality of client records and information; 2. Protect against any anticipated threats or hazards to the security or integrity of client records and information; and 3. Protect against unauthorized access to or use of client records or information that could result in substantial harm or inconvenience to any client.
Employee Responsibility 1. Each Employee has a duty to protect the nonpublic personal information of clients collected by REMS. 2. No Employee is authorized to disclose or use the nonpublic information of clients on behalf of REMS. 3. Each Employee has a duty to ensure that nonpublic personal information of REMS clients is shared only with Employees and others in a way that is consistent with REMS Privacy Notice and the procedures contained in this Policy. 4. Every employee has a duty to ensure that access to nonpublic personal information of REMS clients is limited as provided in the Privacy Notice and thisPolicy. 5. No Employee is authorized to sell, on behalf of REMS or otherwise, nonpublic information of REMS clients. 6. Employees with questions concerning the collection and sharing of, or access to, nonpublic personal information of REMS clients must look to REMS CCO for guidance. 7. Violations of these policies and procedures will be addressed in a manner consistent with other Company disciplinary guidelines.
Information Practices REMS collects nonpublic personal information about clients from various sources. These sources and examples of types of information collected include: 1. Product and service applications or other forms, such as client surveys, agreements, etc - information typically gathered: name, address, age, social security number or taxpayer ID number, assets and income; 2. Transactions - account balance, types of transactions and investments; 3. Other third party sources. |
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Revised: July 1, 2017 46 |
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Disclosure of Information to Non-affiliated Third Parties | ||||||
REMS has a do not share policy. We do not disclose nonpublic personal information to nonaffiliated third parties, except under one of the GLBA privacy exceptions, as described below. Since REMS currently operates under a do not share policy, it does not need to provide the right for its clients to opt out of information sharing with nonaffiliated third parties, as long as such entities are exempted as described below. If our information sharing practices change in the future, we will implement opt out policies and procedures, and we will make appropriate disclosures to our clients. |
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Types of Permitted Disclosures - The Exceptions. | ||||||
Regulation S-P contains several exceptions that permit REMS Group, LLC to disclose client information (the Exceptions}. For example, REMS Group, LLC is permitted under certain circumstances to provide information to non-affiliated third parties to perform services on REMS behalf. In addition, there are several ordinary course exceptions which allow REMS Group, LLC to disclose information that is necessary to effect, administer, or enforce a transaction that a client has requested or authorized. A more detailed description of these Exceptions is set forth below. |
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1. Service Providers |
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REMS may from time to time have relationships with non-affiliated third parties that require it to share client information in order for the third party to carry out services for REMS. These nonaffiliated third parties would typically represent situations where REMS Group, LLC or its employees offer products or services jointly with another financial institution, thereby requiring REMS to disclose client information to that third party.
Every nonaffiliated third party that falls under this exception is required to enter into an agreement that will include the confidentiality provisions required by Regulation S-P, which ensure that each such nonaffiliated third party uses and re-discloses client nonpublic personal information only for the purpose(s} for which it was originally disclosed. |
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2. Processing and Servicing Transactions |
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REMS may also share information when it is necessary to effect, administer, or enforce a transaction for our clients or pursuant to written client requests . In this context, Necessary to effect, administer, or enforce a transaction means that the disclosure is required, or is a usual, appropriate, or acceptable method: |
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a. To carry out the transaction or the product or service business of which the transaction is a part, and record, service, or maintain the consumers account in the ordinary course of providing the financial service or financial product; |
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b. To administer or service benefits or claims relating to the transaction, product or service of which it is a part; |
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c. To provide a confirmation, statement, or other record of the transaction, or information on the status or value of the financial service or financial product to the consumer or the consumers agent or broker; or |
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d. To accrue or recognize incentives or bonuses associated with the transaction that are provided by REMS or any other party. |
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3. Sharing as Permitted or Required by Law |
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REMS may disclose information to nonaffiliated third parties as required or allowed by law. This may include, for example, disclosures in connection with a subpoena or similar legal process, a fraud investigation, recording of deeds of trust and mortgages in public records, an audit, or examination. |
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Revised: July 1, 2017 47
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REMS has taken the appropriate steps to ensure that it is sharing client data only within the Exceptions noted above. REMS has achieved this by understanding how REMS shares data with its clients, their agents, service providers, parties related to transactions in the ordinary course or joint marketers.
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Mutual Funds records are subject to the same standards on security and safeguarding. |
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Privacy Notice | ||||||
REMS Group, LLC has developed a Privacy Notice, as required under Regulation S-P, to be delivered to clients initially and on an annual basis. The notice discloses REMS information collection and sharing practices and other required information and has been formatted and drafted to be clear and conspicuous. The notice will be revised as necessary any time information practices change. A copy of REMS Group, LLCs Privacy Notice is included as Appendix D. |
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Privacy Notice Delivery | ||||||
Initial Privacy Notice - As regulations require, all new clients receive an initial Privacy Notice at the time when the client relationship is established, for example on execution of the agreement for services. |
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Annual Privacy Notice - REMS Group, LLC will deliver its annual Privacy Notice in conjunction with the annual offer of its Form ADV Part 2. |
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Revised Privacy Notice | ||||||
Regulation S-P requires that REMS amend its Privacy Policy and distribute a revised disclosure to clients if there is a change in REMS collection, sharing, or security practices. |
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Service on a Board of Directors |
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Employees shall not serve on the board of directors of publicly traded companies without the prior authorization of the CCO. Any such approval may only be made if it is determined that such board service will be consistent with the interests of the clients and of REMS, and that such person serving as a director will be isolated from those making investment decisions with respect to such company by appropriate procedures. A director of a private company may be required to resign, either immediately or at the end of the current term, if REMS goes public during his or her term as director. |
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Reporting Violations |
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Employees must report known or suspected violations of REMSs Code Of Ethics promptly to the CCO. If the CCO is involved in the violation or is unreachable, Employees may report directly to REMS Management. All reports of violations will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Persons may report violations of the Code of Ethics on an anonymous basis. Examples of violations that must be reported are (but are not limited to}: |
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noncompliance with applicable laws, rules, and regulations; |
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fraud or illegal acts involving any aspect of REMS business; |
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material misstatements in regulatory filings, internal books and records, clients records or reports; activity that is harmful to clients, including fund shareholders; and deviations from required controls and procedures that safeguard clients and REMS.
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Revised: July 1, 2017 48
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No retribution will be taken against a person for reporting, in good faith, a violation or suspected violation of this Code of Ethics or a violation of any of REMS policies or procedures.
Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.
Annual Reporting Package The CCO will send out annually, to all Employees compliance documents to include: 1. Annual Personal Securities Holdings Form, 2. Annual Certification of Compliance with the Personal Securities Transactions Disclosure Requirements and Code of Ethics, 3. Outside Business Activities Reporting Form, 4. Acknowledgement of Receipt and Acceptance of the Compliance Manual, and 5. Pay to Play Certification.
These documents must be returned to the CCO within 30 days of receipt.
In addition to the above code of ethics, REMS Group, LLC and its employees are subject to the Code of Ethics for the Funds and will comply with all provisions of said Code. |
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Revised: July 1, 2017 49 |
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LOOMIS, SAYLES & CO., L.P.
Code of Ethics
Policy on Personal Trading and Related Activities by Loomis Sayles Personnel |
EFFECTIVE:
January 14, 2000
AS AMENDED:
August 9, 2017
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Table of Contents
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LOOMIS, SAYLES & CO., L.P.
Code of Ethics
Policy on Personal Trading and Related Activities |
1. | INTRODUCTION |
This Code of Ethics (Code) has been adopted by Loomis, Sayles & Co., L.P. (Loomis Sayles) to govern certain conduct of Loomis Sayles Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons family members and others in a similar relationship to them.
The policies in this Code reflect Loomis Sayles desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.
2. | STATEMENT OF GENERAL PRINCIPLES |
It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as Access Persons ) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act), the Employee Retirement Income Security Act of 1974, as amended (ERISA), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the Investment Company Act), and Rule 17j-1 there under. It is required that all Access Persons must comply with all applicable laws, rules and regulations including, but not limited to the Federal Securities Laws . The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.
Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by Access Persons in the marketplace of securities owned by Loomis Sayles clients, provided that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an Access Person use the knowledge of Covered Securities purchased or sold by any client of Loomis Sayles or Covered Securities being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.
Improper trading activity can constitute a violation of the Code. The Code can also be violated by an Access Persons failure to file required reports, by making inaccurate or misleading
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reports or statements concerning trading activity, or by opening an account with a non- Select Broker without proper approval as set forth in the Code.
It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles clients interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles fiduciary duty to any of its clients.
You are encouraged to bring any questions you may have about the Code to Personal Trading Compliance .
Personal Trading Compliance , the Chief Compliance Officer and the Loomis Sayles Ethics Committee will review the terms and provisions of the Code at least annually, and make amendments as necessary. Any amendments to the Code will be provided to you.
3. | A FEW KEY TERMS |
Boldfaced terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the Glossary at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms Covered Security , Beneficial Ownership and Investment Control as used in the Code.
3.1. | Covered Security |
This Code generally relates to transactions in and ownership of an investment that is a Covered Security . Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs), any derivative, instrument representing, or any rights relating to, a Covered Security , and any closely related security (such as certificates of participation, depository receipts, collateraltrust certificates, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered Covered Securities under the Code.
Additionally, the shares of any investment company registered under the Investment Company Act and the shares of any collective investment vehicle (CIV), (e.g. SICAVs, OEICs, UCITs, etc.) that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate ( Reportable Funds ) are deemed to be Covered Securities for purposes of certain provisions of the Code. Reportable Funds include open-end and closed-end funds and CIVs that are advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firms intranet site under the Legal and Compliance page.
Explanatory Note: | While the definition of Reportable Funds encompasses funds or CIVs that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds or CIVs advised or sub-advised by Loomis Sayles (Loomis Advised Fund) are subject to certain trading restrictions of the Code (specifically, the Short-Term Trading Profit and Round Trip Transaction |
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restrictions). Please refer to Section 4.3 and 4.4 of the Code for further explanation of these trading restrictions. Additionally, Exhibit One distinguishes between those funds and CIVs that are only subject to reporting requirements under the Code (all Reportable Funds ), and those that are subject to both the reporting requirements and the aforementioned trading restrictions (Loomis Advised Funds). |
Shares of exchange traded funds (ETFs) and closed-end funds are deemed to be Covered Securities for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre- clearance requirements of the Code, are exempt from certain provisions of the Code ( Exempt ETFs ). A current list of Exempt ETFs is attached as Exhibit Two and will be maintained on the firms intranet site under the Legal and Compliance page.
Explanatory Note: | Broad based open-ended ETFs are determined by Personal Trading Compliance using Bloomberg data. |
All Access Persons are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the lists of Reportable Funds and Exempt ETFs are subject to change, it is ultimately the responsibility of all Access Persons to review these lists which can be found in Exhibit(s) One and Two , prior to making an investment in a Reportable Fund or ETF.
It should be noted that private placements, hedge funds and investment pools are deemed to be Covered Securities for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.12 and 5.2.
Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from pre-clearance.
3.2. | Beneficial Ownership |
The Code governs any Covered Security in which an Access Person has any direct or indirect Beneficial Ownership . Beneficial Ownership for purposes of the Code means a direct or indirect pecuniary interest that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Covered Security . The term pecuniary interest in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a Covered Security, whether or not the Covered Security or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission (SEC) rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:
| ownership of a Covered Security by your spouse or minor children; |
| ownership of a Covered Security by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons; |
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| ownership of a Covered Security by your other family members sharing your household (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law); |
| your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control; |
| your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities; |
| your interest in a Covered Security held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and |
| your right to acquire a Covered Security through the exercise or conversion of a derivative Covered Security . |
In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security , including Reportable Funds, along with any account that holds or can hold a Covered Security , including Reportable Funds , in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.
Explanatory Note: | All accounts that hold or can hold a Covered Security in which an Access Person has Beneficial Ownership are subject to the Code (such accounts include, but are not limited to, personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs, etc). |
Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.
3.3. | Investment Control |
The Code governs any Covered Security in which an Access Person has direct or indirect Investment Control . The term Investment Control encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or Covered Security .
You should know that you are presumed under the Code to have Investment Control as a result of having:
☐ | Investment Control (sole or shared) over your personal brokerage account(s); |
| Investment Control (sole or shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouses assets (subject to the approval of the Chief Compliance Officer ); |
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☐ | Investment Control (sole or shared) over an account(s) in the name of any family member, friend or acquaintance; |
☐ | Involvement in an Investment Club; |
☐ | Trustee power over an account(s); and |
☐ | The existence and/or exercise of a power of attorney over an account. |
Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.
3.4. | Maintaining Personal Accounts |
All Access Persons who have personal accounts that hold or can hold Covered Securities in which they have direct or indirect Investment Control and Beneficial Ownership are required to maintain such accounts at one of the following firms: Ameriprise, Bank of America/Merrill Lynch, Charles Schwab, Citi Personal Wealth Management, E*TRADE, Fidelity Investments, Interactive Brokers, Morgan Stanley Smith Barney, TD Ameritrade, Scottrade, UBS, Vanguard, or Wells Fargo (collectively, the Select Brokers ). Additionally, an Access Person may only purchase and hold shares of Reportable Funds through either: a Select Broker ; directly from the Reportable Fund through its transfer agent, or through one or more of Loomis Sayles retirement plans, unless an exception to the Select Broker requirement, as described below, is granted.
All Access Persons must receive pre-clearance approval from Personal Trading Compliance prior to the opening of any new personal accounts that can hold Covered Securities in which the Access Person has direct or indirect Investment Control or Beneficial Ownership. This includes Select Broker accounts. In addition, the opening of all reportable accounts must also be reported to Personal Trading Compliance as set forth in Section 6.2 and Section 6.3 of the Code.
Finally, Access Persons must inform the Select Broker or other financial institution of his/her association with Loomis Sayles during the account opening process.
Accounts in which the Access Person only has either Investment Control or Beneficial Ownership ; certain retirement accounts with an Access Persons prior employer; accounts managed by an outside adviser in which the Access Person exercises no investment discretion; accounts in which the Access Person s spouse is employed by another investment firm and must abide by that firms Code of Ethics; and/or the retirement accounts of an Access Persons spouse may be maintained with a firm other than the Select Brokers upon the prior written approval of Personal Trading Compliance or the Chief Compliance Officer. Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly for non-Select Brokers. In addition, Personal Trading Complianc e or the Chief Compliance Officer may grant exemptions to the Select Broker requirement for accounts not used for general trading purposes such as ESOPs, DRIPs, securities held physically or in book entry form, family of fund accounts or situations in which the Access Person has a reasonable hardship for maintaining their accounts with a Select Broker .
In addition, Access Persons with a residence outside the U.S., while not required to maintain their personal accounts with a Select Broker, must seek approval from Personal Trading
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Compliance prior to establishing any personal account that holds or can hold Covered Securities in which they have direct or indirect Investment Control or Beneficial Ownership . Such Access Persons are also responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, or at least quarterly. All of the remaining requirements and restrictions of the Code apply to Access Persons with a residence outside the U.S.
Explanatory Note: | While certain accounts may be granted an exemption from certain provisions of the Code, inclusive of the Select Broker requirement, they are still subject to the reporting requirements of the Code and may be subject to the pre- clearance requirements of the Code (e.g. joint accounts) as set forth in Section 4.1 of the Code. The terms of a specific exemption will be outlined in an exemption memorandum which is issued to the Access Person by Personal Trading Compliance. An Access Persons failure to abide by the terms and conditions of an account exemption issued by Personal Trading Compliance could result in a violation of the Code. |
4. | SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING |
The following are substantive prohibitions and restrictions on Access Persons personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding Covered Securities in which an Access Person has Beneficial Ownership and Investment Control .
4.1. | Pre-clearance |
Each Access Person must pre-clear through the PTA Pre-clearance System (PTA) all Volitional transactions in Covered Securities (i.e. transactions in which the Access Person has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has Investment Control and in which he or she has or would acquire Beneficial Ownership . Exceptions to the pre-clearance requirement include, but are not limited to: Open-ended mutual funds and CIVs meeting the criteria described below, Exempt ETFs listed in Exhibit Two , and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in Exhibit(s) Three and Five .
Explanatory Note: | A CIV is exempt from pre-clearance under the following conditions: issues shares that shareholders have the right to redeem on demand; calculates an NAV on a daily basis in a manner consistent with the principles of Section 2(a)(41) of the 1940 Act and Rule 2a-4 thereunder; issues and redeems shares at the NAV next determined after receipt of the relevant purchase or redemption order consistent with the forward pricing principles of Rule 22c-1 under the 1940 Act; and there is no secondary market for the shares of the CIV. | |
Explanatory Note: | Futures, options and swap transactions in Covered Securities must be manually pre-cleared by Personal Trading Compliance since PTA cannot handle such transactions. Initial public offerings, private placement |
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transactions, including hedge funds whether or not they are advised, sub- advised, or distributed by Loomis Sayles or a Natixis investment adviser, participation in investment clubs and private pooled vehicles require special pre-clearance as detailed under Sections 4.11, 4.12 and 5.2 of the Code. | ||
Explanatory Note: | Broad based open-ended ETFs with either a market capitalization exceeding $1billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre-clearance requirements of the Code, are exempt from the pre-clearance and trading restrictions set forth in Sections 4.1, 4.3, 4.5, 4.6, 4.7, 4.9, and 4.10 of the Code. A list of the Exempt ETFs is provided in Exhibit Two of the Code. All closed end-funds, closed-end ETFs, sector based/narrowly defined ETFs and broad based open-ended ETFs with a market capitalization below U.S. $1 billion AND an average daily trading volume below 1 million shares (over a 90 day period) are subject to the pre- clearance and trading restrictions detailed under Section 4 of the Code. | |
All closed-end funds and ETFs, including those Exempt ETFs and their associated options as described above, are subject to the reporting requirements detailed in Section 6 of the Code. |
Any transaction approved pursuant to the pre-clearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance extends the pre-clearance for an additional trading day. If the Access Persons trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the pre-clearance will lapse and the Access Person may not trade without again seeking and obtaining pre-clearance of the intended trade.
For Access Persons with a U.S. residence, pre-clearance requests can only be submitted through PTA and/or to Personal Trading Compliance Monday Friday from 9:30am-4:00pm Eastern Standard Time. Access Persons with a residence outside the U.S. will be given separate pre-clearance guidelines instructing them on the availability of PTA and Personal Trading Compliance support hours.
If after pre-clearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained pre-clearance has become the subject of a buy or sell order or is being considered for purchase or sale for a client account, the Access Person who obtained the pre-clearance must consider the pre-clearance revoked and must notify Personal Trading Compliance immediately . If the transaction has already been executed before the Access Person becomes aware of such facts, no violation will be considered to have occurred as a result of the Access Persons transaction.
If an Access Person has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the Access Persons transaction from being considered in violation of the Code. The Chief Compliance Officer or Personal Trading Compliance may deny or revoke pre-clearance for any reason that is deemed to be consistent with the spirit of the Code.
4.2. | Good Until Canceled and Limit Orders |
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No Access Person shall place a good until canceled, limit or equivalent order with his/her broker except that an Access Person may utilize a day order with a limit so long as the transaction is consistent with provisions of this Code, including the pre-clearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by Personal Trading Compliance.
4.3. | Short Term Trading Profits |
No Access Person may profit from the Volitional purchase and sale, or conversely the Volitional sale and purchase, of the same or equivalent Covered Security ( including Loomis Advised Funds) within 60 calendar days (unless the sale involved shares of a Covered Security that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from Personal Trading Compliance .
An Access Person may sell a Covered Security (including Loomis Advised Funds ) or cover an existing short position at a loss within 60 calendar days. Such requests must be submitted through the PTA System and to Personal Trading Compliance for approval because the PTA System does not have the capability to determine whether the Covered Security will be sold at a gain or a loss.
4.4. | Restrictions on Round Trip Transactions in Loomis Advised Funds |
In addition to the 60 day holding period requirement for purchases and sales of Loomis Advised Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Loomis Advised Fund within a 90 day period (Round Trip Restriction). The Round Trip Restriction does not limit the number of times an Access Person can purchase a Loomis Advised Fund or sell a Loomis Advised Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Loomis Advised Fund (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an Access Person cannot then reacquire a position in the same Loomis Advised Fund previously sold within the same 90 day period.
The Round Trip Restriction will only apply to Volitional transactions in Loomis Advised Funds . Therefore, shares of Loomis Advised Funds acquired through a dividend reinvestment or
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dollar cost averaging program, and automatic monthly contributions to the firms 401K plan will not be considered when applying the Round Trip Restriction.
Finally, all Volitional purchase and sale transactions of Loomis Advised Funds, in any share class and in any employee account (i.e., direct account with the Loomis Advised Fund , Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip Restriction.
Explanatory Note: | Only Loomis Advised Funds are subject to Section 4.4 of the Code. Please refer to Exhibit One for a current list of Loomis Advised Funds . |
4.5. | Derivatives |
No Access Person shall use derivatives, including but not limited, to options, futures, swaps or warrants on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the underlying Covered Security .
Explanatory Note: | When transacting in derivatives, Access Persons must pre-clear the derivative and the underlying security in PTA as well as receive manual approval from Personal Trading Compliance before executing their transaction. Please note that options on Exempt ETFs and the underlying index of the ETF, as well as futures on currencies, commodities, cash instruments (such as loans or deposits), stock indexes and interest rates do not require pre-clearance. For more detailed information, please see Section 4.1 of the Code. |
4.6. | Short Sales |
No Access Person may purchase a put option, sell a call option, sell a Covered Security short or otherwise take a short position in a Covered Security then being held long in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.
Explanatory Note: | If an Access Person seeks pre-clearance to purchase a put option or sell a call option to hedge an existing long position in the same underlying securities, PTC will compare the value of the underlying long position to the option to determine whether the Access Persons net position would be long or short. If short, the option transaction will be denied. |
4.7. | Competing with Client Trades |
Except as set forth in Section 4.8, an Access Person may not, directly or indirectly, purchase or sell a Covered Security ( Reportable Funds are not subject to this rule.) when the Access Person knows, or reasonably should have known, that such Covered Securities transaction competes in the market with any actual or considered Covered Securities transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles clients Covered Securities
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transactions.
Generally pre-clearance will be denied if:
| a Covered Security or a closely related Covered Security is the subject of a pending buy or sell order for a Loomis Sayles client until that buy or sell order is executed or withdrawn. |
☐ | the Covered Security is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale. |
The PTA System has the information necessary to deny pre-clearance if any of these situations apply. Therefore, if you receive an approval in PTA, you may assume the Covered Security is not being considered for purchase or sale for a client account unless you have actual knowledge to the contrary, in which case the pre-clearance you received is null and void. For Covered Securities requiring manual pre-clearance (i.e. futures, options and other derivative transactions in Covered Securities ), the applicability of such restrictions will be determined by Personal Trading Compliance upon the receipt of the pre-clearance request.
4.8. | Large Cap/De Minimis Exemption |
An Access Person who wishes to make a trade in a Covered Security that would otherwise be denied pre-clearance solely because the Covered Security is under consideration or pending execution for a client, as provided in Section 4.7, will nevertheless receive approval when submitted for pre-clearance provided that:
| the issuer of the Covered Security in which the Access Person wishes to transact has a market capitalization exceeding U.S. $5 billion (a Large Cap Security); AND |
| the aggregate amount of the Access Persons transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD. |
Such transactions will be subject to all other provisions of the Code.
4.9. | Investment Person Seven-Day Blackout Rule |
No Investment Person shall, directly or indirectly, purchase or sell any Covered Security ( Reportable Funds are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) before and after the date that a Loomis Sayles client, with respect to which he or she has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity, has purchased or sold such Covered Security or a closely related Covered Security . It is ultimately the Investment Persons responsibility to understand the rules and restrictions of the Code and to know what Covered Securities are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.
Explanatory Note: | The seven days before element of this restriction is based on the premise that an Investment Person who has the ability to influence investment decisions or has prior investment knowledge regarding associated client |
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activity can normally be expected to know, upon execution of his or her personal trade, whether any client as to which he or she is associated, has traded, or will be trading in the same or closely related Covered Security within seven days of his or her personal trade. Furthermore, an Investment Person who has the ability to influence investment decisions has a fiduciary obligation to recommend and/or affect suitable and attractive trades for clients regardless of whether such trades may cause a prior personal trade to be considered an apparent violation of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in a client account in order to avoid a conflict with this restriction. | ||
It is understood that there may be particular circumstances (i.e. news on an issuer, a client initiated liquidation, subscription or rebalancing) that may occur after an Investment Persons personal trade which gives rise to an opportunity or necessity for an associated client to trade in that Covered Security which did not exist or was not anticipated by that person at the time of that persons personal trade. Personal Trading Compliance will review all extenuating circumstances which may warrant the waiving of any remedial actions in a particular situation involving an inadvertent violation of this restriction. In such cases, an exception to the Investment Person Seven-Day Blackout Rule will be granted upon approval by the Chief Compliance Officer . | ||
The Chief Compliance Officer , or designee thereof, may grant a waiver of the Investment Person Seven-Day Blackout Rule if the Investment Persons proposed transaction is conflicting with client cash flow trading in the same security (i.e., purchases of a broad number of portfolio securities in order to invest a capital addition to the account or sales of a broad number of securities in order to generate proceeds to satisfy a capital withdrawal from the account). Such cash flow transactions are deemed to be non- volitional at the security level since they do not change the weighting of the security being purchased or sold in the clients portfolio. | ||
Explanatory Note: | The trade date of an Investment Person s purchase or sale is deemed to be day zero. Any associated client trade activity executed, in either that Covered Security or a closely related Covered Security , 7 full calendar days before or after an Access Person s trade will be considered a violation of the Investment Person Seven-Day Blackout Rule. For example, if a client account purchased shares of company ABC on May 4th, any Access Person who is associated with that client account cannot trade ABC in a personal account until May 12th without causing a potential conflict with the Investment Person Seven-Day Blackout Rule. | |
Explanatory Note: | While the Investment Person Seven-Day Blackout Rule is designed to address conflicts between Investment Persons and their clients, it is the fiduciary obligation of all Access Persons to not affect trades in their personal account if they have prior knowledge of client trading or pending trading activity in the same or equivalent securities. The personal trade activity of all Access Persons is monitored by Personal Trading Compliance for potential conflicts with client trading activity. |
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4.10. | Research Recommendations |
The Loomis Sayles Fixed Income Research Analysts issue Buy, Sell, and Hold recommendations on the fixed income securities that they cover. The Loomis Sayles Equity Research Analysts issue price targets and other types of recommendations on the companies they cover, and certain Equity products have their own research analysts that provide recommendations to their respective investment teams. Collectively the fixed income and equity recommendations and equity price targets are hereinafter referred to as Recommendations.
Recommendations are intended to be used for the benefit of the firms clients. It is also understood Access Persons may use Recommendations as a factor in the investment decisions they make in their personal and other brokerage accounts that are covered by the Code. The fact that Recommendations may be used by the firms investment teams for client purposes and Access Persons may use them for personal reasons creates a potential for conflicts of interests. Therefore, the following rules apply to Recommendations :
☐ During the three (3) business day period before a Research Analyst issues a recommendation on a Covered Security, that the Research Analyst has reason to believe that his/her Recommendation is likely to result in client trading in the Covered Security , the Research Analyst may not purchase or sell said Covered Security for any of his/her personal brokerage accounts or other accounts covered by the Code.
Explanatory Note: | It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a Research Analysts personal trade which gives rise to a need, or makes it appropriate, for the Research Analyst to issue a Recommendation on said Covered Security. A Research Analyst has an affirmative duty to make unbiased Recommendations and issue reports, both with respect to their timing and substance, without regard to his or her personal interest in the Covered Security . It would constitute a breach of a Research Analysts fiduciary duty and a violation of this Code to delay or fail to issue a Recommendation in order to avoid a conflict with this restriction. | |
Personal Trading Compliance will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction. |
Access Persons are prohibited from using a Recommendation for purposes of transacting in the Covered Security covered by the Recommendation in their personal accounts and other accounts covered by the Code until such time Loomis Sayles clients have completed their transactions in said securities in order to give priority to Loomis Sayles clients best interests.
Explanatory Note: | Personal Trading Compliance utilizes various automated reports to monitor Access Persons trading in Covered Securities relative to Recommendations and associated client transactions. It also has various tools to determine whether a Recommendation has been reviewed by an Access Person . An Access Persons trading in a Covered Security following a Recommendation and subsequent |
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client trading in the same security and in the same direction will be deemed a violation of the Code unless Personal Trading Compliance determines otherwise. |
4.11. | Initial Public Offerings |
Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouses employment compensation. No Access Person may, directly or indirectly, purchase any securities sold in an Initial Public Offering without obtaining prior written approval from the Chief Compliance Officer .
4.12. | Private Placement Transactions |
No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction , including hedge funds, without obtaining the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Persons supervisor or other appropriate member of senior management. In addition to addressing potential conflicts of interest between the Access Persons Private Placement Transaction and the firms clients best interests, the pre-clearance of Private Placements is designed to determine whether the Access Person may come into possession of material non-public information (MNPI) on a publically traded company as a result of the Private Placement .
A Private Placement Transaction approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under Personal Trading Compliance Forms.
Explanatory Note: | If you have been authorized to acquire a Covered Security in a Private Placement _ Transaction, you must disclose to Personal Trading Compliance if you are involved in a clients subsequent consideration of an investment in the issuer of the Private Placement , even if that investment involves a different type or class of Covered Security . In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an Investment Person with no personal interest in the issuer. |
The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved Private Placement , must receive pre-clearance approval from the Chief Compliance Officer . In addition, all transactions in Private Placements must be reported quarterly and annually as detailed in Section 6 of the Code.
Explanatory Note: | To submit a pre-clearance request for subsequent trade activity in a Private Placement , Access Persons must complete the automated Private Placement Pre-clearance Form which will be reviewed by Personal Trading Compliance to ensure there are no conflicts with any underlying Code provisions including the Short-Term Trading Rule. |
4.13. | Insider Trading |
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At the start of an Access Persons engagement with Loomis Sayles, and annually thereafter, each Access Person must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firms policy is to refrain from trading or recommending trading when in the possession of MNPI.
Some examples of MNPI may include:
☐ | Earnings estimates or dividend changes |
☐ | Positive or negative forthcoming news about an issuer |
☐ | Supplier discontinuances |
☐ | Mergers or acquisitions |
If an Access Person receives or believes that he/she may have received MNPI with respect to a company, the Access Person must contact the Chief Compliance Officer or General Counsel immediately, and must not :
☐ | purchase or sell that security in question, including any derivatives of that security; |
☐ | recommend the purchase or sale of that security, including any derivatives of that security; or |
☐ | relate the information to anyone other than the Chief Compliance Officer or General Counsel of Loomis Sayles. |
If it has been determined that an Access Person has obtained MNPI on a particular company, its securities will generally be placed on the firms Restricted List thereby restricting trading by the firms client accounts and Access Persons . The only exception to this policy is with the approval of the Chief Compliance Officer or General Counsel of the firm, and then only in compliance with the firms Firewall Procedures.
Separately, Access Persons must inform Personal Trading Compliance if a spouse, partner and/or immediate family member (Related Person) is an officer and/or director of a publicly traded company in order to enable Personal Trading Compliance to implement special pre- clearance procedures for said Access Persons in order to prevent insider trading in the Related Persons companys securities.
Access Persons should refer to the Loomis Sayles Insider Trading Policies and Procedures which are available on the Legal and Compliance homepage of the firms Intranet, for complete guidance on dealing with MNPI.
4.14. | Restricted and Concentration List |
The Loomis Sayles Restricted and Concentration List (Restricted List) is designed to restrict Loomis Sayles and/or Access Persons from trading in or recommending, the securities of companies on the Restricted List for client and/or Access Persons personal accounts. Companies may be added to the Restricted List if Loomis Sayles comes into possession of MNPI about a company. A companys securities can also be added to the Restricted List due to the size of the aggregate position Loomis Sayles clients may have in the company. Finally, there may be regulatory and/or client contractual restrictions that may prevent Loomis Sayles from purchasing securities of its affiliates, and as a result, the securities of all publicly traded affiliates of Loomis Sayles will be added to the Restricted List. No conclusion should be drawn from the addition of an
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issuer to the Restricted List. The Restricted List is confidential, proprietary information which must not be distributed outside of the firm.
At times, an Access Person may have possession of MNPI on a specific company as a result of his/her being behind a firewall. In such cases, Personal Trading Compliance will create a specialized Restricted List in PTA for the Access Person behind the wall in order to prevent trading in the companys securities until such time as the Chief Compliance Officer has deemed the information in the Access Persons possession to be in the public domain or no longer material.
If a security is added to either the Loomis Sayles firm-wide Restricted List or an individual or group Access Person Restricted List, Access Persons will be restricted from purchasing or selling all securities related to that issuer until such time as the security is removed from the applicable Restricted List. The PTA System has the information necessary to deny pre-clearance if these situations apply.
4.15. | Loomis Sayles Hedge Funds |
From time to time Loomis Sayles may manage hedge funds, and Access Persons of Loomis Sayles, including the hedge funds investment team and supervisors thereof may make personal investments in such hedge funds. At times, especially during the early stages of a new hedge fund, there may be a limited outside investors (i.e., clients and non-employee individual investors) in such funds. In order to mitigate the appearance that investing personally in a hedge fund can potentially be used as a way to benefit from certain trading practices that would otherwise be prohibited by the Code if Access Persons engaged in such trading practices in their personal accounts, investment team members of a hedge fund they manage are individually required to limit their personal investments in such funds to no more than 20% of the hedge funds total assets. In addition, the supervisor of a hedge fund investment team must limit his/her personal investment in such hedge fund to no more than 25% of the hedge funds total assets.
By limiting the personal interests in the hedge fund by their investment teams and their supervisors in this manner, all of the portfolio trading activity of the Loomis Sayles hedge funds is deemed to be exempt from the pre-clearance and trading restrictions of the Code.
4.16. | Exemptions Granted by the Chief Compliance Officer |
Subject to applicable law, Personal Trading Compliance or the Chief Compliance Officer may from time to time grant exemptions, other than or in addition to those described in Exhibit Five , from the trading restrictions, pre-clearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employees, interns or independent contractors, and types of transactions or Covered Securities , where, in the opinion of the Chief Compliance Officer , such an exemption is appropriate in light of all the surrounding circumstances.
5. | PROHIBITED OR RESTRICTED ACTIVITIES |
5.1. | Public Company Board Service and Other Affiliations |
To avoid conflicts of interest, MNPI and other compliance and business issues, Loomis Sayles prohibits Access Persons from serving as officers or members of the board of any publicly traded entity. This prohibition does not apply to service as an officer or board member of any
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parent or subsidiary of the firm.
In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively Outside Activity(ies)), an Access Person must obtain the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Persons supervisor or other appropriate member of senior management.
An Outside Activity approval can be obtained by completing an automated Outside Activity Form which can be found on the Legal and Compliance Intranet Homepage under Personal Trading Compliance Forms. In determining whether to approve such Outside Activity, Personal Trading Compliance and the Chief Compliance Officer will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles or the Access Persons duties to clients.
Explanatory Note: | Examples of Outside Activities include, but are not limited to, family businesses, acting as an officer, partner or trustee of an organization or trust, political positions, second jobs, professional associations, etc. Outside Activities that are not covered by the Code are activities that involve a charity or foundation, as long as you do not provide investment or financial advice to the organization. Examples would include: volunteer work, homeowners organizations (such as condos or coop boards), or other civic activities. |
5.2. | Participation in Investment Clubs and Private Pooled Vehicles |
No Access Person shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Persons supervisor or other appropriate member of senior management, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.
6. | REPORTING REQUIREMENTS |
6.1. | Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code |
Within 10 days after becoming an Access Person, each Access Person must file with Personal Trading Compliance , a report of all Covered Securities holdings (including holdings of Reportable Funds ) in which such Access Person has Beneficial Ownership or Investment Control . The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an Access Person .
Additionally, within 10 days of becoming an Access Person , such Access Person must report all brokerage or other accounts that hold or can hold Covered Securities in which the Access Person has Beneficial Ownership or Investment Control . The information must be as of the date the person became an Access Person . An Access Person can satisfy these reporting requirements by providing Personal Trading Compliance with a current copy of his or her brokerage account or other account statements, which hold or can hold Covered Securities . An automated Initial Code of Ethics Certification and Disclosure Form can be found on the Legal and Compliance Intranet
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Homepage under Personal Trading Compliance Forms. This form must be completed and submitted to Personal Trading Compliance by the Access Person within 10 days of becoming an Access Person . The content of the Initial Holdings information must include, at a minimum, the title and type of security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held. With the exception of the Access Persons of Loomis Sayles London and Singapore offices, newly hired Access Persons must close existing non-Select brokerage accounts and transfer the assets to a Select Broker within 30 days of their start date at Loomis Sayles, unless the Access Person receives written approval from Personal Trading Compliance or the Chief Compliance Officer to maintain his/her account(s) at a non - Select Broker.
Explanatory Note: |
Loomis Sayles treats all of its employees and certain consultants as Access Persons . Therefore, you are deemed to be an Access Person as of the first day you begin working for the firm. |
|
Explanatory Note: |
Types of accounts in which Access Persons are required to report include, but are not limited to: personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs etc. that either hold or can hold Covered Securities (including Reportable Funds). In addition, physically held shares of Covered Securities must also be reported. An Access Person should contact Personal Trading Compliance if they are unsure as to whether an account or personal investment is subject to reporting under the Code so the account or investment can be properly reviewed. |
At the time of the initial disclosure period, each Access Person must also submit information pertaining to:
☐ | His/her participation in any Outside Activity as described in Section 5.1 of the Code; |
☐ | His/her participation in an Investment Club as described in Section 5.2 of the Code; |
☐ | Holdings in Private Placements including hedge funds; and |
☐ | A Related Person that is an officer and/or director of a publicly traded company; if any. |
Upon becoming an Access Person, each Access Person will receive a copy of the Code, along with the Loomis Sayles Insider Trading Policies and Procedures and Loomis Sayles Gifts, Business Entertainment and Political Contributions Policies and Procedures. Within the 10 day initial disclosure period and annually thereafter, each Access Person must acknowledge that he or she has received, read and understands the aforementioned policies and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of each.
6.2. | Brokerage Confirmations and Brokerage Account Statements |
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Each Access Person must notify Personal Trading Compliance immediately upon the opening of an account that holds or may hold Covered Securities (including Reportable Funds ), in which such Access Person has Beneficial Ownership or Investment Control. In addition, if an account has been granted an exemption to the Select Broker requirement and/or the account is unable to be added to the applicable Select Brokers daily electronic broker feed, which supplies PTA with daily executed confirms and positions, Personal Trading Compliance will instruct the broker dealer of the account to provide it with duplicate copies of the accounts confirmations and statements. If the broker dealer cannot provide Personal Trading Compliance with confirms and statements, the Access Person is responsible for providing Personal Trading Compliance with copies of such confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, but no less than quarterly. Upon the opening of an account, an automated Personal Account Information Form must be completed and submitted to Personal Trading Compliance . This form can be found on the Legal and Compliance Intranet Homepage under Personal Trading Compliance Forms.
Explanatory Note: | If the opening of an account is not reported immediately to Personal Trading Compliance , but is reported during the corresponding quarterly certification period, and there has not been any trade activity in the account, then the Access Person will be deemed to have not violated its reporting obligations under this Section of the Code. | |
Explanatory Note: | For those accounts that are maintained at a Select Broker and are eligible for the brokers daily electronic confirm and position feed, Access Persons do not need to provide duplicate confirms and statements to Personal Trading Compliance . However, it is the Access Persons responsibility to accurately review and certify their quarterly transactions and annual holdings information in PTA, and to promptly notify Personal Trading Compliance if there are any discrepancies. |
6.3. | Quarterly Transaction Reporting and Account Disclosure |
Utilizing PTA, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds ) made during each calendar quarterly period in which such Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership of a Covered Security (even if such Access Person has no direct or indirect Investment Control over such Covered Security ), or as to which the Access Person has any direct or indirect Investment Control (even if such Access Person has no Beneficial Ownership in such Covered Security ). Non-volitional transactions in Covered Securities (including Reportable Funds ) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are still subject to the Codes annual reporting requirements. If no transactions in any Covered Securities, required to be reported, were effected during a quarterly period by an Access Person , such Access Person shall nevertheless submit a report through PTA within the time frame specified below stating that no reportable securities transactions were affected. The following information will be available in electronic format for Access Persons to verify on their Quarterly Transaction report:
The date of the transaction, the title of the security, ticker symbol or CUSIP, number of shares, and principal amount of each reportable security, nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the transaction, and the name of the broker, dealer or bank with which the transaction was effected. However, the Access Person is
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responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.
With the exception of those accounts described in Exhibit Four, Access Persons are also required to report each account that may hold or holds Covered Securities (including accounts that hold or may hold Reportable Funds ) in which such Access Person has Beneficial Ownership or Investment Control that have been opened or closed during the reporting period. In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security , including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.
Every quarterly report must be submitted no later than thirty (30) calendar days after the close of each calendar quarter.
6.4. | Annual Reporting |
On an annual basis, as of a date specified by Personal Trading Compliance, each Access Person must file with Personal Trading Compliance a dated annual certification which identifies all holdings in Covered Securities (including Reportable Funds ) in which such Access Person has Beneficial Ownership and/or Investment Control . This reporting requirement also applies to shares of Covered Securities , including shares of Reportable Funds that were acquired during the year in Non-volitional transactions. Additionally, each Access Person must identify all personal accounts which hold or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership and/or Investment Control . The information in the Annual Package shall reflect holdings in the Access Persons account(s) that are current as of a date specified by Personal Trading Compliance . The following information will be available in electronic format for Access Persons to verify on the Annual Holdings report:
The title of the security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds ) and the name of any broker, dealer or bank with which the securities are held. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.
Furthermore, on an annual basis, each Access Person must acknowledge and certify that during the past year he/she has received, read, understood and complied with the Code, Insider Trading Policies and Procedures, and the Policies and Procedures on Gifts, Business Entertainment, and Political Contributions, except as otherwise disclosed in writing to Personal Trading Compliance or the Chief Compliance Officer . Finally, as part of the annual certification, each Access Person must acknowledge and confirm any Outside Activities in which he or she currently participates and any Related Person that is an officer and/or director of a publicly traded company.
All material changes to the Code will be promptly distributed to Access Persons, and also be distributed to Supervised Persons on a quarterly basis. On an annual basis, Supervised Persons will be asked to acknowledge his/her receipt, understanding of and compliance with the Code.
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Every annual report must be submitted no later than (45) calendar days after the date specified by Personal Trading Compliance .
6.5. | Review of Reports by Chief Compliance Officer |
The Chief Compliance Officer shall establish procedures as the Chief Compliance Officer may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by Access Persons and to report any violations thereof to all necessary parties.
6.6. | Internal Reporting of Violations to the Chief Compliance Officer |
Prompt internal reporting of any violation of the Code to the Chief Compliance Officer or Personal Trading Compliance is required under Rule 204A-1. While the daily monitoring process undertaken by Personal Trading Compliance is designed to identify any violations of the Code and handle any such violations promptly, Access Persons and Supervised Persons are required to promptly report any violations they learn of resulting from either their own conduct or those of other Access Persons or Supervised Persons to the Chief Compliance Officer or Personal Trading Compliance . It is incumbent upon Loomis Sayles to create an environment that encourages and protects Access Persons or Supervised Persons who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the Chief Compliance Officer . All Access Persons and Supervised Persons should therefore feel safe to speak freely in reporting any violations.
7. | SANCTIONS |
Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firms then current Sanctions Policy, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:
| a letter of caution or warning (i.e. Procedures Notice); |
| payment of a fine, |
| requiring the employee to reverse a trade and realize losses or disgorge any profits; |
| restitution to an affected client; |
| suspension of personal trading privileges; |
| actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and |
| referral to the SEC, other civil authorities or criminal authorities. |
Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violators history of prior compliance.
Explanatory Note: | Any violation of the Code, following a first offense whether or not for the |
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same type of violation, will be treated as a subsequent offense. |
Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.
8. | RECORDKEEPING REQUIREMENTS |
Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:
| in an easily accessible place, a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years; |
| in an easily accessible place a record of any violation of the Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs; |
| a copy of each report (or information provided in lieu of a report including any manual pre-clearance forms and information relied upon or used for reporting) submitted under the Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place; |
| copies of Access Persons and Supervised Persons written acknowledgment of initial receipt of the Code and his/her annual acknowledgement; |
| in an easily accessible place, a record of the names of all Access Persons within the past five years, even if some of them are no longer Access Persons , the holdings and transactions reports made by these Access Persons, and records of all Access Persons personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports); |
| a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and |
| a written record of any decision and the reasons supporting any decision, to approve the purchase by an Access Person of any Covered Security in an Initial Public Offering or Private Placement Transaction or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted. |
Explanatory Note: | Under Rule 204-2, the standard retention period required for all documents and records listed above is five years, in easily accessible place, the first two years in an appropriate office of Personal Trading Compliance . |
9. | MISCELLANEOUS |
9.1. | Confidentiality |
Loomis Sayles will keep information obtained from any Access Person hereunder in strict
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confidence. Notwithstanding the forgoing, reports of Covered Securities transactions and violations hereunder will be made available to the SEC or any other regulatory or self-regulatory organizations to the extent required by law rule or regulation, and in certain circumstances, may in Loomis Sayles discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.
9.2. | Disclosure of Client Trading Knowledge |
No Access Person may, directly or indirectly, communicate to any person who is not an Access Person or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any issuer of any Covered Security owned by any client of Loomis Sayles, including, without limitation, the purchase or sale or considered purchase or sale of a Covered Security on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate traditional asset management/operations activities on behalf of the client of Loomis Sayles.
9.3. | Notice to Access Persons, Investment Persons and Research Analysts as to Code Status |
Personal Trading Compliance will initially determine an employees status as an Access Person, Research Analyst or Investment Person and the client accounts to which Investment Persons should be associated, and will inform such persons of their respective reporting and duties under the Code.
All Access Persons and/or the applicable supervisors thereof, have an obligation to inform Personal Trading Compliance if an Access Persons responsibilities change during the Access Persons tenure at Loomis Sayles.
9.4. | Notice to Personal Trading Compliance of Engagement of Independent Contractors |
Any Access Person that engages as a non-employee service provider (NESP), such as a consultant, temporary employee, intern or independent contractor shall notify Personal Trading Compliance of this engagement, and provide to Personal Trading Compliance the information necessary to make a determination as to how the Code shall apply to such NESP, if at all.
NESPs are generally not subject to the pre-clearance, trading restrictions and certain reporting provisions of the Code. However, NESPs must receive, review and acknowledge a Code of Ethics Compliance Statement that further describes his/her Code requirements and fiduciary duties while engaged with Loomis Sayles.
At times, NESPs are contracted to various departments at Loomis Sayles where they may be involved or be privy to the investment process for client accounts or the Loomis Sayles recommendation process. Prior to their engagement, the Loomis Sayles Human Resources Department will notify Personal Trading Compliance of these NESPs and depending on the facts and circumstances, the NESP will be communicated what provisions of the Code will apply to them during their engagement.
9.5. | Questions and Educational Materials |
Employees are encouraged to bring to Personal Trading Compliance any questions you
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may have about interpreting or complying with the Code about Covered Securities , accounts that hold or may hold Covered Securities or personal trading activities of you, your family, or household members, your legal and ethical responsibilities, or similar matters that may involve the Code.
Personal Trading Compliance will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code. On an annual basis, each Access Person is required to successfully complete the Code of Ethics and Fiduciary Duty Tutorial designed to educate Access Persons on their responsibilities under the Code and other Loomis Sayles policies and procedures that generally apply to all employees.
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GLOSSARY OF TERMS
The boldface terms used throughout this policy have the following meanings:
1. | Access Person means an access person as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any Advisory Person (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions: |
a. | He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales; |
b. | He or she does not have access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund ; and |
c. | He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic. |
Loomis Sayles treats all employees as Access Persons .
2. | Advisory Person means an advisory person and advisory representative as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a Control relationship to Loomis Sayles), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) every natural person in a Control relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a Covered Security. Advisory Person also includes: (a) any other employee designated by Personal Trading Compliance or the Chief Compliance Officer as an Advisory Person under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by Personal Trading Compliance or the Chief Compliance Officer as a result of such persons access to information about the purchase or sale of Covered Securities by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise). |
3. | Beneficial Ownership is defined in Section 3.2 of the Code. |
4. |
Chief Compliance Officer refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of |
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purchases and sales by Access Persons , and to address issues of personal trading. Personal Trading Compliance means the employee or employees of Loomis Sayles designated from time to time by the General Counsel of Loomis Sayles to receive and review reports of purchases and sales, and to address issues of personal trading, by the Chief Compliance Officer , and to act for the Chief Compliance Officer in the absence of the Chief Compliance Officer . |
5. | Covered Security is defined in Section 3.1 of the Code. |
6. | Exempt ETF is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two. |
7. | Federal Securities Laws refers to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the U.S. Department of the Treasury, and any amendments to the above mentioned statutes. |
8. | Investment Control is defined in Section 3.3 of the Code. This means control as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to directly or indirectly influence, manage, trade, or give instructions concerning the investment disposition of assets in an account or to approve or disapprove transactions in an account. |
9. | Initial Public Offering means an initial public offering as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. |
10. | Investment Company means any Investment Company registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser. |
11. | Investment Person means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person . |
12. | Loomis Advised Fund is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in Exhibit One . |
13. |
Non-volitional transactions are any transaction in which the employee has not |
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determined the timing as to when the purchase or sale will occur and the amount of shares to be purchased or sold, i.e. changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging program, automatic monthly payroll deductions, and any transactions made within the Guided Choice Program. Non-volitional transactions are not subject to the pre- clearance or quarterly reporting requirements under the Code. |
14. | Portfolio Manager means any individual employed by Loomis Sayles who has been designated as a Portfolio Manager by Loomis Sayles. A person is considered a Portfolio Manager only as to those client accounts as to which he or she is designated by the Chief Compliance Officer as such. As to other client accounts, he or she is simply an Access Person . |
15. | Private Placement Transaction means a limited offering as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds. |
16. | Recommendation means any change to a securitys price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst . |
17. | Reportable Fund is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One . |
18. | Research Analyst means any individual employed by Loomis Sayles who has been designated as a Research Analyst or Research Associate by Loomis Sayles. A person is considered a Research Analyst only as to those Covered Securities which he or she is assigned to cover and about which he or she issues research reports to other Investment Persons or otherwise makes recommendations to Investment Persons beyond publishing their research. As to other securities, he or she is simply an Access Person . |
19. | Select Broker is defined in Section 3.4 of the Code. |
20. | Supervised Person is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles. |
21. | Volitional transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold. Volitional transactions are subject to the pre-clearance and reporting requirements under the Code. |
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Wells Capital Management Code of Ethics Policy
WELLS CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
Policy on Personal Securities Transactions
and Trading
January 2017
Wells Capital Management Code of Ethics Policy
Introduction
The Code of Ethics and Policy on Personal Securities Transactions and Trading set forth herein applies to Wells Capital Management, Incorporated (WellsCap) and related entities (each a Covered Company) as follows:
1. WellsCap, a Securities and Exchange Commission (SEC) registered investment adviser based in San Francisco, California.
2. Wells Fargo Bank, N.A., an SEC registered investment adviser based in Singapore conducting advisory business as Wells Capital Management Singapore.
3. First International Advisors (FIA), an SEC and FCA registered investment adviser based in London, England.
4. ECM Asset Management (ECM), an SEC and FCA registered investment adviser based in London, England.
5. Analytic Investors LLC, an SEC registered investment adviser based in Los Angeles, California.
The policies set out in this document apply to all Covered Companies and their employees (each an Access Person). Access Persons not based in the United States must also comply with any applicable local requirements more restrictive than the WellsCap policy.
1 |
Wells Capital Management Code of Ethics Policy
TABLE OF CONTENTS
Contents
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Wells Capital Management Code of Ethics Policy
1. |
O VERVIEW |
1.1 |
Code of Ethics |
We have adopted this Code of Ethics (Code) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act). This Code outlines the policies and procedures you must follow and the guidelines we use to govern your Personal Securities Transactions to prevent insider trading. We monitor any activity that may be perceived as conflicting with the fiduciary responsibility we have to our clients.
We are committed to maintaining the highest ethical standards in connection with managing accounts. We have no tolerance for dishonesty, self-dealing, or trading on material, non-public information.
As an employee, you must:
| be ethical; |
| act professionally; |
| exercise independent judgment; |
| comply with all applicable Federal Securities Laws; and |
| promptly report violations or suspected violations of the Code to the Code of Ethics Team. |
As a condition of your employment, you must acknowledge receipt of this Code and certify, within 10 calendar days of becoming subject to the Code and annually thereafter, that you have read it and complied with it. Code violations, as determined by the Chief Compliance Officer (CCO) and/or senior management, can result in disciplinary actions including, but not limited to, termination.
In addition to this Code, you need to comply with the policies outlined in the Handbook for Wells Fargo Team Members and the Wells Fargo Team Member Code of Ethics and Business Conduct .
No written code of ethics can explicitly cover every situation that may possibly arise. Even in situations not expressly described, the Code and your fiduciary obligations generally require you to put the interests of our clients ahead of your own. The WellsCap Code of Ethics Team (COE Team) and/or the CCO may have the obligation and duty to review and take appropriate action concerning instances of conduct that, while not necessarily violating the letter of the Code, give the appearance of impropriety. If you have any questions regarding the appropriateness of any action under this Code or under your fiduciary duties generally, you should contact the COE Team or your CCO to discuss the matter before taking the action in question. Similarly, you should consult with the COE Team if you have any questions concerning the meaning or interpretation of any provision of the Code. Should the COE Team need to initiate an investigation or fact-finding process, all team members would be required to cooperate fully and honestly and to respect the confidentiality of the process.
1.2 | Regulatory Requirements |
The SEC considers it a violation of the general antifraud provisions of the Federal Securities Laws whenever a Covered Company engages in fraudulent, deceptive, or manipulative conduct.
3 | January 2017 |
Wells Capital Management Code of Ethics Policy
The SEC can censure or fine us, limit our activities, functions or operations, suspend our activities for up to 12 months, or revoke our registration if we fail to reasonably supervise you and you violate the Federal Securities Laws. However, we wont be considered to have failed to reasonably supervise you, if we have:
| established procedures and a system for applying the procedures, which would reasonably be expected to prevent and detect violations; and |
| reasonably communicated the duties and obligations of the procedures and system to you, while reasonably enforcing compliance with our procedures and system. |
1.3 | Our Duties and Responsibilities to You |
To help you comply with this Code, the CCO, or his or her designee will:
| Notify you in writing that you are required to report under the Code and inform you of your specific reporting requirements. |
| Give you a copy of the Code and require you to sign a form indicating that you read and understand the Code. |
| Give you a new copy of the Code if any material amendments are made and then require you to sign another form indicating that you received and read the revised Code. |
| Require you, if you have been so designated, to have duplicate copies of trade confirmations and account statements for each disclosed account from your broker-dealer, bank, or other party designated on the initial, quarterly, or annual certification sent to us as soon as readily available. |
| Typically compare all of your reported Personal Securities Transactions with the portfolio transactions report of the Accounts each quarter. Before determining if you may have violated the Code on the basis of this comparison, you will be given an opportunity to provide an explanation. |
| Review the Code at least once a year to assess the adequacy of the Code and how effectively it works. |
1.4 | You are considered to be an Access Person |
Generally, the Code applies to all Access Persons of a Covered Company. However, WellsCap Compliance, in consultation with business line management, will ultimately determine which team members are covered by the Code.
4 | January 2017 |
Wells Capital Management Code of Ethics Policy
1.5 |
Your Duty of Loyalty |
You have a duty of loyalty to our clients. That means you must always act in our clients best interests.
You must never do anything that allows (or even appears to allow) you to inappropriately benefit from your relationships with the Accounts.
You cannot engage in activities such as self-dealing and must disclose all conflicts of interest between the interests of our clients and your personal interests to the COE Team.
1.6 | Your Standard of Business Conduct |
You must always observe the highest standards of business conduct and follow all applicable laws and regulations.
You may never:
| use any device, scheme, or artifice to defraud a client; |
| make any untrue statement of a material fact to a client or mislead a client by omitting to state a material fact; |
| engage in any act, practice, or course of business that would defraud or deceive a client; |
| engage in any manipulative practice with respect to a client; |
| engage in any inappropriate trading practices, including price manipulation; or |
| engage in any transaction that may give the appearance of impropriety. |
1.7 | Exceptions to the Code |
The CCO is responsible for enforcing the Code. The CCO (or his or her designee for any exceptions sought by the CCO) may grant certain exceptions to the Code in compliance with applicable law, provided any requests and any approvals granted must be submitted and obtained, respectively, in advance and in writing. The CCO or his or her designee may refuse to authorize any request for exception under the Code and is not required to furnish any explanation for the refusal.
2. | P ERSONAL S ECURITIES T RANSACTIONS |
2.1 | Avoid Conflicts of Interest |
When engaging in Personal Securities Transactions, there may be conflicts between the interests of a client or a client account and your personal interests. Any conflicts that arise in such Personal Securities Transactions must be resolved in a manner that does not inappropriately benefit you or adversely affect our clients. You shall always place the financial and business interests of the Covered Companies and our clients before your own personal financial and business interests.
Examples of inappropriate resolutions of conflicts are:
5 | January 2017 |
Wells Capital Management Code of Ethics Policy
| taking an investment opportunity away from an Account to benefit a portfolio of which you have Beneficial Ownership; |
| using your position to take advantage of available investments; |
| shadowing an Account by duplicating the trades of an Account; |
| front running an Account by trading in securities (or equivalent securities) ahead of the Account; and |
| taking advantage of information or using Account portfolio assets to affect the market in a way that personally benefits you or a portfolio of which you have Beneficial Ownership. Any other behavior determined by the CCO to be or have the appearance of a conflict. |
2.2 | Reporting Your Personal Securities Accounts and Transactions |
If you have been designated as an Access Person:
You must report all Personal Securities Accounts, along with the reportable holdings and transactions of Reportable Securities in those accounts. Reportable Personal Securities Accounts include accounts with the ability to hold Reportable Securities as defined in Section 2.4, which includes Wells Fargo e mutual funds and mutual funds sub-advised by WellsCap, of which you or an Immediate Family Member has Beneficial Ownership. A Reportable Personal Securities Account is not limited to securities accounts maintained at brokerage firms and/or reportable accounts firms, but also includes holdings of Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Wells Fargo & Co. or any other employer, as well as Individual Savings Accounts (ISA). There are three types of reports: (1) an initial holdings report that we receive when you first become an Access Person, (2) a quarterly transactional report, and (3) an annual holdings report.
Each broker-dealer, bank, or fund company where you have a Personal Securities Account must receive a request from the COE Team to receive all account statements and confirmations from such accounts.* The COE Team will make the request on your behalf after the accounts are disclosed. Access Persons are prohibited from accepting any discounted brokerage rates or any other inducements from broker-dealers that a Covered Company trades with for its clients.
Initial Holdings Report. Within 10 calendar days of becoming an Access Person:
| All Personal Securities Accounts, including broker name, account numbers, and account registration must be provided to the COE Team. All holdings of Reportable Securities in Personal Securities Accounts must be input via the Compliance Monitoring System SunGard Protegent PTA (SunGard PTA) and verified through an Initial Holdings Report. The information in the report must be current as of a date no |
*You should include all accounts that have the ability to hold securities, even if the account does not hold securities as of the report date.
1 The pre-clearance requirements for U.S. government officials and non-U.S. government officials apply regardless of whether the client will ultimately bear the cost.
6 | January 2017 |
Wells Capital Management Code of Ethics Policy
more than 45 calendar days prior to the date of you becoming an Access Person. |
| Statements (electronic or paper) for all Personal Securities Accounts must be provided by you to the COE Team no more than 45 calendar days prior to the date of you becoming an Access Person. |
| You must complete the Initial Holdings Report and provide the required statements by the business day immediately before the weekend or holiday if the 10th day falls on a weekend or holiday, or when the COE Team requests them. |
Annual Holdings Reports. Within 30 calendar days of each year-end:
| All holdings of Reportable Securities Accounts must be reported to the COE Team via SunGard PTA in an Annual Holdings Report. The information in the report must be current as of the calendar year end. |
| You will certify as to the correctness and completeness of this report. |
| You must provide the report and certification by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday, or when the COE Team requests them. |
Quarterly Transactions Reports. Within 30 calendar days of quarter-end:
| You must supply to the COE Team a report, most commonly via SunGard PTA, showing all Securities trades made in your Personal Securities Accounts during the quarter. |
| For team members with electronic brokers, a vast majority of transactions will automatically feed into the system. Any remaining transactions must be manually entered by the team member, which includes all reportable transactions executed by team members with manual brokers (paper statements). |
| You will certify as to the correctness and completeness of this report. |
| You must provide the report and certification by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday, or when the COE Team requests them. |
Additional Items Related to Personal Account Disclosure
| You must inform the COE Team of any new Personal Securities Accounts you establish within 10 calendar days of inception date. |
| All Managed Accounts must be reported and approved by the Compliance team. |
○ |
This includes Personal Accounts over which the team member has no direct or indirect influence or control, which includes an account managed on a discretionary basis by someone else. |
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○ | The team member claiming to have no direct or indirect influence or control over such a Personal Account and his or her adviser will be required to complete a managed account attestation evidencing such Personal Account arrangement. |
2.3 | Summary of a Reportable Transaction |
The table below serves as a reference to use in determining what transactions are considered reportable under the Code. If you have any questions about Security types not shown below, please contact the COE Team.
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2.4 |
Your Reports are Kept Confidential |
The Covered Companies will use reasonable efforts to ensure that the information you submit to us under this Code are kept confidential. The information will be reviewed by members of the COE Team and if necessary our senior executives or legal counsel. Data will be provided to government authorities upon request or others if required to do so by law or court order.
3. | TRADING REQUIREMENTS, RESTRICTIONS, AND EMPLOYEE COMPENSATION ACCOUNTS |
All Access Persons must pre-clear transactions of certain Securities in Personal Security Accounts, (including those of Immediate Family Members and accounts for which you are Beneficial Owner), as described below, as well as comply with the trading restrictions that follow.
3.1 | Pre-clearance Requirements for Access Persons |
The table below serves as a reference to use in determining what transactions you will need to pre-clear under the Code. If you have any questions about any types of Securities not shown below, please contact the COE Team.
Do I need to Pre-clear Transactions in:
|
||
Closed-end Mutual Funds (non-affiliated)
|
Yes | |
Corporate Debt Securities (Bonds)
|
Yes | |
Equity Securities (other than Wells Fargo Stock)
|
Yes | |
Gifting Shares to any account outside of your Reportable Accounts
|
Yes | |
Municipal Bonds (**unless they are rated A or higher at the time of trade execution)
|
Yes | |
Options on Pre-clearable Securities
|
Yes | |
Rights Offerings Buy or Selling Rights
|
Yes | |
Self-directed transactions in Automatic Investment Plans (AIP) that contain Pre-clearable Securities
|
Yes | |
Tender Offers
|
Yes | |
Bankers Acceptances, Bank Certificate of Deposits (CDs), Commercial Paper, & High-quality Short-term Debt Instruments, including Repurchase Agreements
|
No | |
Commodities, Futures, Or Options on Futures
|
No | |
Exchange Traded Funds (ETFs) and iShares, both open-end and closed-end, and Unit Investment Trusts (UITs) and Options on ETFs
|
No | |
Margin call in which you are neither consulted nor advised of the trade before it is executed
|
No | |
Securities held in Managed Accounts
|
No | |
Open-end, Non-reportable Mutual Funds
|
No | |
Options on Pre-clearable Securities that were Assigned
|
No | |
Rights Offerings Participation
|
No | |
Securities purchased through Automatic Investments Plans (AIP)
|
No |
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Short-term Cash Equivalents
|
No | |
Government Bonds (direct obligations)
|
No | |
U.S. Treasuries/Agencies (direct obligations)
|
No | |
529 Plans
|
No | |
Wells Fargo Stock
|
No | |
Wells Fargo Stock Options Vested shares and other securities awarded in WFC employee compensation plans
|
No | |
Investment Trust
|
Yes | |
Open-end Investment Company (OEIC)
|
No | |
Unit Trusts (UT)
|
No |
How to Pre-clear Personal Securities Transactions
Team members must follow the steps below to pre-clear trades:
(1) | Request Authorization . Authorization for a transaction that requires pre-clearance must be entered using SunGard PTA. You may only request pre-clearance for market orders or same day limit orders. |
(2) | Have Your Request Reviewed and Approved . After receiving the electronic request, SunGard PTA will notify you if your trade has been approved or denied via email. |
(3) | Trading in Foreign Markets . Request for pre-clearance in foreign markets that have already closed for the day may be given approval to trade for the following day because of time considerations. Approval will only be good for that following business day in that local foreign market. |
(4) | Approval of Transactions |
| The Request May be Refused. The CCO or his or her designee may refuse to authorize your Personal Securities Transaction and need not provide an explanation for refusal. Reason for refusing your Personal Securities Transaction may be confidential. |
| Authorization Expiration. Any transaction approved by SunGard PTA or the Code Team is effective until the market close of business of the same day for which the authorization is granted (unless approval was revoked earlier). If the order for the transaction is not executed within that period, you must obtain a new advance authorization before placing your trade. |
3.2 | Trade Restrictions and Prohibitions |
All Access Persons must comply with the following trading restrictions and prohibitions:
|
60 -Day Holding Period and Short-term Trading for Reportable Fund Shares (open-end and closed-end). You are required to hold shares you purchase of |
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a Reportable Fund for 60 calendar days, or refrain from re-establishing a position in a Reportable Fund that you sold, for 60 days. This restriction applies without regard to tax lot considerations. If you need to sell Reportable Fund shares before the 60-day holding period has passed, you must obtain advance written approval from the CCO or his or her designee. The 60-day holding period does not apply to transactions pursuant to Automatic Investment Plans. You are NOT required to comply with the 60-day Holding Period for the Adjustable Rate Government Fund, Conservative Income Funds, Ultra Short-Term Income Fund, the Ultra Short-Term Municipal Income, the Wells Fargo Stock Fund (including 401(k) and ESOP accounts), and the money market funds. |
| Team Member trades are subject to open order restriction . You cannot purchase or sell securities on any day during which an Account has a pending buy or sell order in for the same security (or equivalent security) of which the COE Team is aware until that order is withdrawn. |
| Team Member trades are subject to a 15-day blackout restriction. There is a 15-day blackout on purchases or sales of securities bought or sold by an Account. That means that you may not buy or sell a security (or equivalent security) during the seven-day periods immediately preceding and immediately following the date that the Account trades in the security (blackout security). During the blackout period, activity will be monitored by the CCO or his or her designee and any Personal Securities Transactions during a blackout window will be evaluated and investigated based on each situation. Violations may range from no action in cases where Compliance has determined on a reasonable basis that there was no employee knowledge of portfolio trading activity to potential disgorgement of profits or payment of avoided losses (see Section 8 for Code violations and penalties). During a blackout period, purchases of a blackout security may be subject to mandatory divestment. Similarly, during a blackout period, sales of a blackout security may be subject to mandatory repurchase. In the case of a purchase and subsequent mandatory divestment at a higher price, any profits derived upon divestment may be subject to disgorgement; disgorged profits will be donated to your charity of choice. In the case of a sale and subsequent mandatory repurchase at a lower price, you may be required to make up any avoided losses, as measured by the difference between the repurchase price and the price at which you sold the security; such avoided losses will be donated to your charity of choice. |
○ | For example, if an Account trades in a blackout security on July 7, July 15 (the eighth calendar day following the trade date) would be the first day you may engage in a Personal Securities Transaction involving that security, and any purchases and sales in the blackout security made on or after June 30 through July 14 could be subject to divestment or repurchase. Purchases and sales in the security made on or before June 29 (the eighth calendar day before the trade date) would not be within the blackout period. |
|
Intention to Buy or Sell for Accounts . You are prohibited from buying or selling securities when you intend, or know of anothers intention, to purchase or sell that security (or an equivalent security) for an Account. This prohibition applies whether the Personal Securities Transaction is in the |
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same direction ( e.g ., two purchases or two sales) or the opposite direction ( e.g., a purchase and sale) as the transaction for the Account.
De Minimis Exception. There is a de minimis exception to the above three restrictionsAccess Persons may purchase and sell Large Capitalization Securities of up to $25,000, unless this conflicts with the 60-day short-term restriction described below. Notwithstanding the de minimis exception to the foregoing three restrictions, all transactions in Large Capitalization Securities must be pre-cleared. De minimis exceptions do not apply to options.
| Investment personnel are discouraged from personally trading in securities issued by publicly-traded companies they are covering, researching, or recommending for Covered Company advisory accounts until compliance determines the potential conflicts of interest have been resolved. |
| IPOs (Initial Public Offering). You may not purchase shares in an Initial Public Offering. You must obtain written approval from the CCO or his or her designee before you sell shares that you acquired in an IPO prior to starting work for us. Please note, this prohibition does not apply to government bond issuances. |
| Private Placements. You may, subject to pre-clearance requirements, purchase shares in a Private Placement as long as you will hold less than a 10% interest in the issuer or are otherwise permitted under the Policy on Directorships and other Outside Employment as outlined in the Wells Fargo & Co. Team Member Code of Ethics and Business Conduct . Private Placements issued by a client are prohibited. |
| WFC Derivatives. Team members must comply with the policies outlined in the Wells Fargo Team Member Code of Ethics and Business Conduct which states, You may not invest or engage in derivative or hedging transactions involving securities issued by Wells Fargo & Co, including but not limited to options contracts (other than employee stock options), puts, calls, short sales, futures contracts, or other similar transactions regardless of whether you have material inside information. |
| Wells Fargo Advantage Closed-end Funds. You may not participate in a tender offer made by a Wells Fargo Closed-end Fund under the terms of which the number of shares to be purchased is limited to less than all of the outstanding shares of such Wells Fargo Closed-end Fund. |
| You may NOT purchase or sell shares of any Wells Fargo Closed-end Fund within 60 calendar days or the latter of |
| (i) the initial closing of the issuance of shares of such fund or |
| (ii) the final closing of the issuance of shares in connection with an overallotment option. |
|
You may purchase or sell shares of Wells Fargo Closed-end Funds only during the 10-day period following the release of portfolio holdings information to the public for such fund, which typically occurs on or about the 15th day following the end of each calendar quarter. Certain team members, who shall be notified by the Legal Department, are required |
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to make filings with the Securities and Exchange Commission in connection with purchases and sales of shares of Wells Fargo Advantage Closed-end Funds, and may be required to hold their shares of such funds for longer periods of time and will be subject to potential short-swing profit disgorgement, including in civil litigation, and public disclosure of non-compliance with applicable law.
| Investment Clubs. You may not participate in the activities of an Investment Club without prior approval from the CCO or his or her designee. If applicable, trades for an Investment Club would need to be pre-cleared. |
| Personal Transactions. You are prohibited from executing or processing through a Covered Companys direct access software: |
| Your own personal transactions; |
| Transactions for Immediate Family Members; or |
| Transactions for accounts of other persons for which you or your Immediate Family Member have been given investment discretion. |
This provision does not exclude you from trading directly with a broker/dealer or using a broker/dealers software. The foregoing also does not prohibit you from executing or processing transactions in Wells Fargo & Co. securities granted to you as compensation through an online program designated by Wells Fargo & Co. for such purpose.
| You must not attempt to manipulate the market. You must not execute any transactions intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading. |
| Excessive Trading. Excessive Trading for Personal Securities Accounts is strongly discouraged and Personal Securities Accounts will be monitored for Excessive Trading activity and reported to management. Additional restrictions may be imposed by the COE Team if Excessive Trading is noted for a Personal Securities Account. To discourage excessive trading, access persons are typically limited to 25 buy transactions, requiring pre-clearance, in a calendar year. In addition to buy requests, the 25 limit includes all requests for options (both buys and sells). Please note, only approved pre-clearance requests are included in the 25 trade limit. |
| Spread Betting and Contracts for Differences (CFDs). Spread betting transactions and Contracts for Differences are strictly prohibited. |
| Portfolio Managers. Additional scrutiny may be placed on WellsCap Portfolio Managers acting in their own personal accounts in securities also held in their clients portfolios. |
| Loans (ECM Team Members Only): Loan transactions in personal accounts are prohibited for ECM employees. |
3.3 | Ban on Short-term Trading Pre-clearable Securities |
There is a ban on short-term trading pre-clearable securities for Access Persons. Access Persons are not permitted to buy and sell, or sell and buy, the same security (or equivalent security) within 60 calendar days; this will be considered short-term trading. Trading in securities of Wells Fargo Stock or
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Wells Fargo Stock Fund (including 401(k) and ESOP accounts) are excluded from this restriction.
| This prohibition applies without regard to tax lot. |
| Short sales are subject to the 60-day ban. |
| You cannot buy and sell options within 60 calendar days. Settlement/expiration date on the opening option transaction must be at least 60 days out. |
You may be required to disgorge any profits you make from any purchase or sale before the 60-day period expires. In counting the 60 calendar days, multiple transactions in the same security (or equivalent security) will be counted in such a manner as to produce the shortest time period between transactions.
Although certain transactions may be deemed de minimis (i.e., the exceptions noted in Section 3.3), they are still subject to the ban on short-term trading profits and are required to be input into the Compliance Monitoring System. The ban on short-term trading does not apply to transactions that involve:
| Securities not requiring pre-clearance (i.e., ETFs); |
| Same-day sales of securities acquired through the exercise of employee stock options or other Wells Fargo & Co. securities granted to you as compensation or through the delivery (constructive or otherwise) of previously owned employer stock to pay the exercise price and tax withholding; |
| Commodities, futures (including currency futures), options on futures, and options on currencies; or |
| Automated purchases or sales that were done as part of an Automatic Investment Plan (AIP). However, any self-directed purchases or sales outside the pre-set schedule or allocation of the AIP, or other changes to the pre-set schedule or allocation of the AIP, within a 60-day period, are subject to the 60-day ban on short-term trading. |
The CCO or his or her designee may approve additional exceptions to the ban on short-term trading. Any additional exceptions require advance written approval.
4. | M ATERIAL N ON -P UBLIC I NFORMATION (MNPI) |
Trading on Insider Information
Regulators require WellsCap to have and enforce written policies and procedures to prevent you from misusing material, non-public information. WellsCap does this by:
| limiting your access to files likely to contain non-public information; |
| restricting or monitoring your trades, including trades in securities about which you might have non-public information; and |
| providing you continuing education programs about insider trading. |
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Team Members are subject to all requirements of the Wells Fargo Team Member Code of Ethics and Business Conduct set forth under the heading Avoid Conflicts of InterestInsider Trading in Section V.C of Appendix A thereof, as the same may be amended from time to time. A copy of this policy is available on the Wells Fargo & Co website at:
https://www.wellsfargo.com/downloads/pdf/about/team_member_code_of_ethics.pdf
4.1 | What is Insider Trading? |
Insider trading is generally defined as occurring when a person has possession of material, non-public information about an issuer and engages in a securities transaction involving securities issued by the issuer, or discloses the information to others who then trade in the issuers securities.
Information is considered material if there is a substantial likelihood that a reasonable investor would consider it important in deciding how to act. Information is considered non-public when it has not been made available to investors generally. Information becomes public once it is publicly disseminated. Limited disclosure does not make the information public (for example, if an insider makes information available to a select group of individuals, it is not public).
Examples of illegal and prohibited insider trading and related activity include, but are not limited to, the following:
| Tipping of material, non-public information is illegal and prohibited. Tipping occurs when non-public information about an issuer is given to someone else who then trades in securities of the issuer. |
| Front running is illegal and prohibited. Front running is trading ahead of an Account order in the same or equivalent security (such as options) in order to make a profit or to avoid a loss. |
| Scalping is illegal and prohibited. S calping consists of realizing a short-term profit on the direct or secondary market reaction to ones own advice. |
4.2 | Using Non-Public Information about an Account or our Advisory Activities |
You may not:
| Share with any other person (unless you are permitted or required by law, its necessary to carry out your duties and appropriate confidentiality protections are in place, as necessary) any non-public information about an Account, including, without limitation: |
○ | any securities holdings or transactions of an Account; |
○ | any securities recommendation made to an Account; |
○ | any securities transaction (or transaction under consideration) by an Account, including information about actual or contemplated investment decisions; |
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○ | any changes to portfolio management teams of Reportable Funds; and |
○ | any information about planned mergers or liquidations of Reportable Funds. |
| Use any non-public information regarding an Account in any way that might compete with, or be contrary to, the interest of such Account. |
| Use any non-public information regarding an Account in any way for personal gain. |
4.3 | Wells Fargo & Co (WFC) Securities |
You are prohibited from engaging in any transaction in Wells Fargo & Co securities that is not in compliance with applicable requirements of the Wells Fargo Team Member Code of Ethics and Business Conduct set forth under the heading Avoid Conflicts of InterestPersonal Trading and InvestmentDerivative and Hedging Transactions in Securities Issued by Wells Fargo as may be amended from time to time. A copy of this policy is available on the Wells Fargo & Company website at:
Restrictions on Purchases & Sales of WFC Securities
5. | G IFTS , D IRECTORSHIPS , AND OTHER OUTSIDE EMPLOYMENT |
5.1 | Gifts and Entertainment |
WellsCap generally follows the WF Global Ethics and Integrity (GEI) Gifts and Entertainment Policy, although in some instances our policies may differ. You and your family members must not accept gifts from or participate in activities with (including services, discounts, entertainment, travel, or promotional materials) an actual or potential customer or vendor or from business or professional people to whom you do or may refer business unless the gift or activity was in accordance with accepted, lawful business practices and is of sufficiently limited value that no possible inference can be drawn that the gift or activity could influence you in the performance of your duties for Wells Fargo. It is unlawful for you to corruptly seek or accept anything of value from any person, intending to be influenced or rewarded in connection with any business or transaction of Wells Fargo. This rule applies to all team members, including, but not limited to, those involved in recommending or making decisions related to:
| pricing of products sold by the company; |
| extension of credit; or |
| purchase of goods or services from outside vendors. |
1. | Money - Money (cash, check, money order, electronic funds, Visa or similar gifts cards, or any type of gift that can be exchanged for or deposited as cash) must never be accepted or given. |
2. | Giving Gifts - Team members who wish to give gifts to vendors, customers or officials, or who are asked to authorize such gifts, must follow standard expense authorization procedures. |
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Gifts valued at more than $200 to a current or potential customer within any calendar year must be approved, in writing, by your COE Team. Gift pre-clearance requests may be submitted via the Giving Gifts and/or Providing Entertainment form in SunGard PTA. The WellsCap COE Team will coordinate the submission of all pre-clearance requests to GEI as needed.
Note: In addition to the WellsCap policy, all Wells Fargo Funds Distributor (WFFD) licensed team members are subject to WFFD and FINRA requirements. This includes a $100 annual gift limitation to current and potential clients, and may include additional pre-clearance and reporting.
Team members who wish to give personal gifts to other team members must follow the general guideline that the gift be made in accordance with accepted business practices and is of sufficiently limited value that the gift could not influence the giver or the receiver in the performance of their duties for Wells Fargo, nor create actual or perceived pressure to reciprocate. Also, the gift should be of sufficiently limited value, not to exceed $200 or its equivalent in local currency.
3. | Accepting Gifts - Unless approved, in writing, by your COE Team, you may not accept gifts worth more than $100 from a current or potential customer, vendor or their agent within any calendar year. However, the following items are not subject to the $100 limit: |
| Gifts based on obvious family or personal relationship when it is clear that the relationship, and not the companys business, is the basis for the gift; |
| Discounts or rebates on merchandise or services from an actual or potential customer or vendor if they are comparable to and do not exceed the discount or rebate generally given by the customer or vendor to others; |
| Awards from civic, charitable, educational, or religious organizations for recognition of service and accomplishment. |
Gift pre-clearance requests may be submitted via the Receipt of Gifts and/or Entertainment form in SunGard PTA.
4. | Activities with Customers or Vendors Activities with existing or potential customers or vendors that are paid for by them (including meals, winning door prizes, sporting events, and other entertainment, as well as trips to customer and vendor sites, exhibits, and other activities) may be accepted only if the activity is a customary, accepted, and lawful business practice and is of sufficiently limited value that no possible inference can be drawn that participating in the activity could influence you in the performance of your duties for Wells Fargo. |
Tickets to Events: Tickets to events are considered entertainment when the donor is in attendance. If a representative from the customer, vendor, or agents firm is NOT in attendance, event tickets are considered a gift.
Conferences, Training and Roadshows : Conferences, trainings, and roadshows that incorporate travel, lodging, event tickets, and recreational activities are covered by the entertainment
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policy. If you have any doubt about the propriety of participating in an activity offered by a customer or a vendor you should consult with your supervisor and the COE Team before accepting the offer.
Travel: If an activity includes travel paid for by a customer or vendor, you must obtain management approval before accepting the trip.
Meals: Meals with customers, prospects, and other 3rd party service providers are generally acceptable as long as they are modest and occasional. This does not include pubic officials, which require additional consideration, reporting and restrictions (see below).
Pre-Clearance Requirement for Receipt of Entertainment:
Activities with customers, vendors, and 3 rd party service providers that are paid for by them may not exceed $300 per person per event without pre-clearance from the COE Team. Entertainment pre-clearance requests may be submitted via the Receipt of Gifts and/or Entertainment form in SunGard PTA.
** Team members are expected to use their reasonable best efforts when estimating the cost of entertainment prior to a meal or event. Should the cost exceed the anticipated amount, team members should contact the COE Team to submit and/or revise a pre-clearance request.
Pre-Clearance Requirement for Providing Entertainment:
Entertainment provided to current or prospective clients must be reasonable and not so expensive it raises a suggestion of unethical conduct. Activities with customers and prospects expected to exceed $500 per person per event must be pre-cleared in advance with the COE Team. Note: This threshold does not include meals.
All entertainment and related expenses must be detailed on an expense form with receipts included in accordance with Wells Fargo corporate requirements.
5. | Dealings with Government Officials -Team members must comply with U.S. law, including the U.S. Foreign Corrupt Practices Act, and the laws of foreign countries when dealing with domestic and foreign government officials. Under no circumstances may you pay or offer anything of value directly or indirectly, to a government official, including foreign officials, political parties, and party officials and candidates for the purpose of improperly influencing an official act or decision, securing an improper advantage, or assisting in obtaining or retraining business or directing business to anyone. In countries in which there is a government involvement in business enterprises, such officials may include employees and manager of local enterprises. |
All Team Members must obtain pre-clearance from the Corporate Political Law Pre-Clearance and Reporting Group (PLPRG) before providing any gift or entertainment to a public official or their spouse or children. Prior to providing any gift or entertainment to a government entity prospect or client, a pre-clearance request must be
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submitted via the Giving Gifts and/or Providing Entertainment form in SunGard PTA. The WellsCap COE Team will coordinate the submission of all pre-clearance requests to PLPRG.
Please see Section 5.4 Anti-Bribery and Corruption for details regarding gifts and entertainment to Non-US (Foreign) Government officials and entities.
6. |
Taft Hartley Clients |
The Labor Management Reporting and Disclosure Act of 1959 requires Wells Fargo to report to the Department of Labor any gifts, payment of money or anything of value provided to a labor union, labor organization, or to the employees, officers, or officials of labor unions or organizations. In order to comply with this regulation WellsCap is required to participate in the Wells Fargo corporate level consolidated annual reporting of any gifts or payments made to unions and union officials, irrespective of dollar amount, by providing the corporate LMRDA team with all gifts and entertainment to Taft-Hartley clients.
Taft-Hartley gifts and entertainment may be submitted via SunGard PTA (Form: Giving Gifts and/or Providing Entertainment). Team members must also disclose all Taft-Hartley related expenses in their quarterly Taft-Hartley Certification. Please contact WellsCapCOE@wellsfargo.com with any questions.
5.2 | Outside Business Activities (OBA) |
WellCap strictly follows the GEI Conflicts of Interest and Outside Activities Policy . Employment outside of WellsCap is permitted in certain circumstances, as long as the outside employment does not involve an activity or business that competes with Wells Fargo, cause an actual or potential conflict of interest, or otherwise negatively affect your duties and responsibilities to Wells Fargo. All OBA requests must be submitted via the SunGard PTA for COE team review. Coordination with GEI will be facilitated by the COE team as needed.
If you receive an approval to participate in outside business or employment activities, your participation must be re-disclosed annually when you certify to the Code and reapproved at any time there is a change in relevant facts upon which the original approval was granted.
5.3 | Political Contributions |
As an investment adviser, WellsCap and its employees are subject to SEC requirements as well as state and local regulations regarding political contributions, procurement lobbying, and gifts and entertainment to government entities. Please review the Political Contribution and State and Local Pay to Play/Procurement Lobbying policies and procedures (Sections 1.5 and 1.6) detailed in the Wells Capital Management Policies and Procedures for details regarding pre-clearance requirements.
Please note, Team Members must take care to ensure that any contribution made is on behalf of the individual and not on behalf of a Covered Company or Wells Fargo.
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Prior to making, soliciting, or coordinating a political contribution of any amount, all WellsCap Team members must submit a pre-clearance request to the WellsCap COE Team via the Sungard PTA system. Political contribution limits and pre-clearance requirements also apply to household members as that term is defined in WellsCaps Code of Ethics. WellsCap Team Members will be required to attest to disclosure of all political contributions as part of their Code of Ethics annual certification. Coordination with the GEI group will be facilitated by the COE team as needed.
5.4 | Anti-Bribery and Corruption, Training and Recordkeeping |
WellsCap has established Anti-Bribery and Corruption Standards to comply with the Corporate Anti-Bribery and Corruption Policy (ABC Policy). The ABC Policy was established to help ensure compliance with applicable laws relating to bribery and corruption, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010 (UKBA), the U.S. Bank Bribery Act and other anti-bribery and corruption laws in the jurisdictions where Wells Fargo does business. WellsCap sets forth below its internal policies and procedures to implement the requirements of the ABC.
1. | Overview of FCPA and Bribery Act |
As a subsidiary of a large financial institution such as Wells Fargo Bank, implementing Global Anti-Corruption policies and procedures is important in the current heightened enforcement environment. Generally, the FCPA prohibits Wells Fargo from promising, making, or authorizing payments to foreign government officials to promote its business interests when the payment is intended to induce the official to do any of the following:
| Act in violation of his or her lawful duty. |
| Grant any improper advantage. |
| Use his or her influence improperly to affect or influence any act or decision. |
The Bribery Act is broader in scope as it includes interactions with customers and vendors in addition to government officials. Therefore, Wells Fargo prohibits any payment or receipt of bribes or other corrupt payments by team members, officers, and agents. This includes prohibiting receipt of a financial or other advantage (including gifts) to perform ones function or activity improperly, and prohibiting payments or gifts to government officials or other third parties as an inducement to do business. A mere promise or offer to pay is a violation and payment does not need to succeed in its purpose to be illegal.
ABC is applicable to all Team Members, but focused training is required for those who are: customer facing or would have occasion to entertain or provide gifts to foreign customers; manage and/or approve customer facing Team Members or those who might have occasion to entertain or provide gifts to foreign officials; prepare expense reports for those who might have occasion to entertain or provide gifts to foreign officials; or who have occasion to engage vendors, consultants, referral sources, joint venture partners, and other parties who act on behalf of WellsCap.
a. |
Foreign Official or Non-U.S. Government Official includes: |
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Wells Capital Management Code of Ethics Policy
○ | Any officer or employee of a non-U.S. government, agency, or instrumentality thereof (includes employees of state-owned or state-controlled commercial financial institutions, central banks, foreign monetary authorities, and regulatory authorities). State-owned or state controlled means any entity in which a government, political party or official, or combination of such, directly or indirectly owns, controls, or has the power to vote 10% or more of the voting stock and/or controls in any manner the election of a majority of the directors of the foreign entity. |
○ | Public international organization or multilateral institution (e.g., World Bank, UN, NATO) |
○ | Foreign political party or official or person acting on behalf of a foreign political party |
○ | A candidate for public office |
○ | Members of a non-U.S. legislature or judiciary |
b. | Covered Expenses include: |
Gifts - Any item purchased for or on behalf of an individual, delivered or given to an individual, directly or through someone else, in the normal course of business. Certain gifts (branded or logo embossed memento or a gift basket/flower arrangement for the benefit of several unspecified individuals) are not subject to pre-approval, however, they are subject to regular expense reporting and must be legal under local foreign law where the recipient is located.
Events/Entertainment - Meals/drinks, entertainment functions including, but not limited to, a golf outing, cab fare, light refreshments, sporting or theater events, or similar entertainment functions, travel, and entertainment expenses. Expenses are prohibited that relate to a non-U.S. government officials attendance at a sporting or theater event or similar event in which a Team Member will not be present to host the event.
Non-Monetary Benefits in kind - Includes the offer of, or the permission to use, the property or services of one party granted to another. Examples involving Wells Fargo property or services are internships, other paid or unpaid work for family members of a third party, or use of Wells Fargo premises for nominal value or for free, except to the extent permitted by law.
2. | Risk Assessment and Control - Corporate ABC and Governance coordinates centralized ABC compliance for all of Wells Fargo Bank and oversees periodic company-wide risk assessments. Annually and upon request, WellsCap will complete an ABC risk assessment in accordance with the guidance provided by Corporate ABC and Governance. |
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Wells Capital Management Code of Ethics Policy
Team Members with securities licenses with a registered broker dealer must also comply with gift and entertainment rules established by FINRA, MSRB, and local securities regulatory agencies, including the U.K. FSA.
3. | Gifts/Hospitality and Covered Expenses for Non-U.S. Government Officials |
Wells Fargos Code of Ethics and Business Conduct is the primary source when giving or receiving gifts, entertainment, or financial or other advantages of any kind. In addition, WellsCap Team Members must also consider relevant restrictions and/or prohibitions in accordance with rules that apply to certain types of clients (e.g., ERISA, state or local government regulations). ABC set forth additional requirements for pre-clearing and recording expenses relating to providing gifts, entertainment or other things of value for U.S. and non-U.S. government officials.
Gifts, entertainment and other things of value must be reasonable and appropriate, not too lavish or frequent as to create the appearance of impropriety and have a legitimate business purpose. Team members are prohibited from offering, providing, demanding, or receiving gifts, entertainment, or other things of value to any party as an improper means of obtaining, retaining, or rewarding business or securing an advantage.
To mitigate corruption risk, the below things of value provided to or requested by U.S. and non-U.S. government official s require pre-clearance by the team members manager and the COE Team:
U.S. Government Officials All gifts and entertainment
○ | Non-U.S. Government Officials: |
| Any gift to a non-U.S. government official irrespective of amount (limited exceptions outlined in the standalone ABC policy) |
| Any entertainment where the per-person per-event cost is expected to exceed US$100 or local equivalent |
| A non-monetary benefit in kind, regardless of value, to any non-U.S. government official. |
| Honoria and Speaker Fees |
| Sponsorships |
| Charitable Donations |
Please note, gifts, entertainment or other things of value provided to a U.S. and non-U.S. government official in connection with any of the following type of events still require pre-clearance:
○ | Wells Fargo Conferences and Seminars |
○ | Roadshows, Investor Days, Due Diligence & Marketing Trips 1 |
1 The pre-clearance requirements for U.S. government officials and non-U.S. government officials apply regardless of whether the client will ultimately bear the cost.
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Wells Capital Management Code of Ethics Policy
○ | Closing Events |
○ | Training Programs |
Restrictions differ depending on jurisdiction, and some jurisdictions are more conservative than the $100/person entertainment limit set forth above. In those circumstances local laws will always prevail. It is a team members responsibility to be aware of local rules, and abide by them. If you have any questions regarding Covered Expenses for non-U.S. government officials, please contact Colleen Whalen at cwhalen@wellsfargo.com with any questions.
Pre-Clearance For Non-U.S. (Foreign) Govt. Officials:
Team members located in the EMEA region and Dubai should use the EMEA online Gifts and Entertainment form for ABC pre-clearance. These requests will be reviewed by EMEA Compliance and the WellsCap COE Team.
All other WellsCap team members located outside of the EMEA Region must complete the Gift, Entertainment and Anything of Value Pre-Clearance Form, located on CapZone under Risk Management and submit to their manager for approval. Once manager pre-clearance is obtained, the team member should submit the pre-clearance form to the WellsCap COE Team for review and escalation to corporate ABC.
Team Members must report all Covered Expenses (except benefit in kind) in the appropriate approved Wells Fargo expense reimbursement system (Concur).
For complete details regarding ABC, please refer to WellsCaps Anti-Bribery and Corruption Standards.
6. | T HE V OLCKER R ULE |
The Volcker Rule is a section of the Dodd-Frank Wall Street Reform and Consumer Protection Act that with certain exceptions, (i) prohibits banks and their affiliates from engaging in proprietary trading, and (ii) prohibits banks and their affiliates from investing in or sponsoring hedge funds and private equity funds (i.e., funds that are exempt from registration under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940), also known as a (Covered Fund). Wells Fargo & Company may sponsor a Covered Fund pursuant to the asset management exemption so long as it meets certain conditions. One of the conditions is that no team member or director may acquire or retain an ownership interest in a Covered Fund sponsored by Wells Fargo & Company, unless such director or employee acquired the ownership interest while directly engaged in providing investment advisory, commodity trading advisory or other services to the Covered Fund. These other services include providing investment advice or investment management services to the fund, and providing such services that enable the provision of investment advice or investment management, including but not limited to:
| Oversight and risk management, |
| Deal origination, |
| Due diligence, and |
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Wells Capital Management Code of Ethics Policy
| Administrative or other support services. |
Additionally, any permissible investments cannot be financed by Wells Fargo. Team members are responsible for only investing in a Covered Fund when permitted. The investors in a Covered Fund will be periodically checked to confirm no impermissible team member ownership exists.
7. |
T EAM M EMBER T RAINING |
Training courses are designed to ensure that you stay current with the critical issues of our business as well as corporate and regulatory requirements. As such, team members are required to complete all assigned courses. Failure to complete an assigned training course by the scheduled due date may result in a Code of Ethics violation.
8. |
C ODE V IOLATIONS |
8.1 |
Investigating Code Violations |
The CCO is responsible for enforcing the Code. The CCO or his or her designee is responsible for investigating any suspected violation of the Code and if the CCO selects a designee, the designee will report the results of each investigation to the CCO. This includes not only instances of violations against the letter of the Code, but also any instances that may give the appearance of impropriety. The CCO is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code in coordination with the designee. Any confirmed violation of the Code will be reported to your supervisor immediately.
8.2 |
Penalties |
The CCO is responsible for deciding whether an offense is minor, substantive, or serious. In determining the seriousness of a violation of this Code of Ethics, the following factors, among others, may be considered:
| the degree of willfulness of the violation; |
| the severity of the violation; |
| the extent, if any, to which a team member profited or benefited from the violation; |
| the adverse effect, if any, of the violation on a Covered Company or an Account; and |
| any history of prior violation of the Code. |
In addition to offenses that may occur as the result of personal account transactions, failure to comply with the Training, Political Contribution, Gifts & Entertainment, and Outside Employment policies will be treated as violations under WellsCaps Code of Ethics.
Note: For purposes of imposing sanctions, violations generally will be counted on a rolling 12-month period. However, the CCO or senior management reserves the right to impose a more severe sanction/penalty depending on the severity of the violation and/or taking into consideration violations dating back more than 12 months.
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Wells Capital Management Code of Ethics Policy
Any serious offenses as described below will be reported immediately to the Chief Compliance Officer. All minor offenses and substantive offenses will be reported to the Chief Compliance Officer periodically. Direct managers will also be notified of all offenses.
Penalties will be imposed as follows except as subject to exceptions described further below:
Minor Offenses :
| First minor offense 1 st Written Notice ; |
| Second minor offense 2 nd Written notice; |
| Third minor offense 10 Business Day ban on all personal trading |
Minor offenses may include, but are not limited to, the following: failure to submit quarterly transaction reports, failure to complete assigned training, failure to submit signed acknowledgments of Code forms and certifications, excessive ( i.e., more than three) late submissions of such documents, and conflicting pre-clear request dates versus actual trade dates or other pre-clearance request errors or omissions involving the de minimis exception or securities not covered by the fifteen day blackout period.
Substantive Offenses:
| First substantive offense Written notice; |
| Second substantive offense 30 Business Day ban on all personal trading; |
| Third substantive offense 45 Business Day ban on all personal trading and/or termination of employment and/or referral to authorities. |
Substantive offenses may include, but are not limited to, the following: unauthorized purchase/sale of restricted investments as outlined in this Code, violations of short-term trading for profit (60-day rule), failure to request trade pre-clearance of restricted transactions, failure to timely report a reportable brokerage account, and violations of the 15-day blackout period.
Serious Offenses:
Trading with inside information, front running, and scalping are each considered a serious offense. We will take appropriate steps, which may include termination of employment and/or referral to governmental authorities for prosecution. WellsCap Senior Management, including the CCO, will be informed immediately of any serious offenses.
Exceptions
We may deviate from the penalties listed in the Code where the CCO and/or senior management determines that a more or less severe penalty is appropriate based on the specific circumstances of that case. For example, a first substantive offense may warrant a more severe penalty if it follows two minor offenses. Any deviations from the penalties listed in the Code, and the reasons for such deviations, will be documented and maintained in the Code files. The penalties listed in this Section 8.2 are in addition to disgorgement or other penalties imposed by other provisions of this Code.
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Wells Capital Management Code of Ethics Policy
8.3 | Dismissal and/or Referral to Authorities |
Repeated violations or a flagrant violation of the Code may result in immediate dismissal from employment. In addition, the CCO and/or senior management may determine that a single flagrant violation of the law, such as insider trading, will result in immediate dismissal and referral to authorities.
8.4 | Your Obligation to Report Violations |
You must report any violations or suspected violations of the Code to the CCO or to a member of the COE Team. Your reports will be treated confidentially and will be investigated promptly and appropriately. Violations include:
| non-compliance with applicable laws, rules, and regulations; |
| fraud or illegal acts involving any aspect of our business; |
| material misstatements in reports; |
| any activity that is specifically prohibited by the Code; and |
| deviations from required controls and procedures that safeguard clients and us. |
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Wells Capital Management Code of Ethics Policy
A PPENDIX A
D EFINITIONS
General Note:
The definitions and terms used in the Code are intended to mean the same as they do under the 1940 Act and the other Federal Securities Laws. If a definition hereunder conflicts with the definition in the 1940 Act or other Federal Securities Laws, or if a term used in the Code is not defined, you should follow the definitions and meanings in the 1940 Act or other Federal Securities Laws, as applicable.
Accounts |
Accounts of investment advisory clients of Covered Companies, including but not limited to registered and unregistered investment companies and Managed Accounts. |
|
Automatic Investment Plan |
A program that allows a person to purchase or sell securities, automatically and on a regular basis, with any further action by the person. May be part of a SIP (systematic investment plan), SWP (systematic withdrawal plan), SPP (stock purchase plan), DRIP (dividend reinvestment plan), or employer-sponsored plan. |
|
Beneficial Owner (Ownership) |
You are the beneficial owner of any securities in which you have a direct or indirect financial or pecuniary interest, whether or not you have the power to buy and sell, or to vote, the securities. |
|
In addition, you are the beneficial owner of securities in which an Immediate Family Member has a direct or indirect financial or pecuniary interest, whether or not you or the Immediate Family Member has the power to buy and sell, or to vote, the securities. For example, you have Beneficial Ownership of securities in trusts of which Immediate Family Members are beneficiaries. |
||
You are also the beneficial owner of securities in any account, including but not limited to those of relatives, friends and entities in which you have a non-controlling interest, over which you exercise investment discretion. Such accounts do not include accounts you manage on behalf of a Covered Company or any other affiliate of Wells Fargo & Co. |
||
Control |
The power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with such company. Owning 25% or more of a companys outstanding voting securities is presumed to give you control over the company. (See Section 2(a)(9) of the 1940 Act for a complete definition.) |
Appendix A |
27 | Definitions |
Wells Capital Management Code of Ethics Policy
Contract for Differences |
A Contract for Differences (CFDs) is a derivatives product that allows you to trade on live market price movements without actually owning the underlying instrument on which your contract is based. |
|
Covered Company |
Wells Capital Management, Inc. |
|
Equivalent Security |
Any security issued by the same entity as the issuer of a subject security that is convertible into the equity security of the issuer. Examples include, but are not limited to, options, rights, stock appreciation rights, warrants and convertible bonds. |
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Excessive Trading |
A high number of transactions during any month could be considered Excessive Trading. Compliance will report any Excessive Trading to management. |
|
Federal Securities Laws |
The Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78amm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 100-102, 113 Stat. 1338 (1999)), any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311-5314; 5316-5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. |
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Financial or Pecuniary Interest |
The opportunity for you or your Immediate Family Member, directly or indirectly, to profit or share in any profit derived from a securities transaction. You or your Immediate Family Member may have a financial interest in: |
|
Your accounts or the accounts of Immediate Family Members; |
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A partnership or limited liability company, if you or an Immediate Family Member is a general partner or a managing member; |
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A corporation or similar business entity, if you or an Immediate Family Member has or shares investment control; or |
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A trust, if you or an Immediate Family Member is a beneficiary. |
Appendix A |
28 | Definitions |
Wells Capital Management Code of Ethics Policy
High-quality short-term |
Any instrument that has a maturity at issuance of less than 366 days |
|
debt instrument |
and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization such as Moodys Investors Service. |
|
Immediate Family Member |
Any of the following persons who reside in the same household with you: |
spouse |
grandparent |
mother-in-law |
||||
domestic partner |
grandchild |
father-in-law |
||||
parent |
brother |
daughter-in-law |
||||
stepparent |
sister |
son-in-law |
||||
child (including adopted) |
sister-in-law |
|||||
stepchild |
brother-in-law |
Immediate Family Member also includes any other relationship that the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety. |
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Individual Savings Account |
An ISA is a savings account on which the return is tax-free, and which does not have to be declared in the investors tax return. Permissible investments include: (i) cash; and (ii) stocks and shares, and life assurance policies. |
|
Investment Club |
An investment club is a group of people who pool their money to make investments. Usually, investment clubs are organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and each member may actively participate in investment decisions. |
|
IPO |
An initial public offering, or the first sale of a companys securities to public investors. Specifically it is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934. |
|
Large Capitalization Security |
A security whose issuer has equity market capitalization of more than $5 billion. |
Appendix A |
29 | Definitions |
Wells Capital Management Code of Ethics Policy
Managed Account |
Any account for which the holder gives, in writing, his/her broker or someone else the authority to buy and sell securities, either absolutely or subject to certain restrictions. In other words, the holder gives up the right to decide what securities are bought or sold for the account. |
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Non-Public Information |
Any information that is not generally available to the general public in widely disseminated media reports, SEC filings, public reports, prospectuses, or similar publications or sources. |
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Personal Securities Account |
Any holding of Securities of which you have Beneficial Ownership, other than a holding of Securities previously approved in writing by the Code of Ethics Compliance Officer over which you have no direct influence or Control. A Personal Securities Account is not limited to securities accounts maintained at brokerage firms and/or reportable accounts firms, but also includes holdings of Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Wachovia, Wells Fargo & Co. or any other employer. |
|
Personal Securities Transaction |
A purchase or sale of a Security, of which you have or acquire Beneficial Ownership. |
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Private Placement |
An offering that is exempt from registration under section 4(2) or 4(6) of the Securities Act of 1933, as amended, or Rule 504, Rule 505 or Rule 506 thereunder. |
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Purchase or Sale of a Security |
Includes, among other things, gifting or the writing of an option to purchase or sell a security. |
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Reportable 529 Plan |
Edvest and tomorrows scholar. See Section 2.4(1). |
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Reportable Fund |
Reportable Fund means (i) any investment company registered under the Investment Company Act of 1940, as amended, for which a Covered Company serves as an investment adviser as defined in Section 2(a)(20) of that Act, or (ii) any investment company registered under the Investment Company Act of 1940, as amended, whose investment adviser or principal underwriter controls a Covered Company, is controlled by a Covered Company, or is under common control with a Covered Company; provided, however, that Reportable Fund shall not include an investment company that holds itself out as a money market fund. For purposes of this definition, control has the same meaning as it does in Section 2(a)(9) of the Investment Company Act of 1940, as amended. A list of |
Appendix A |
30 | Definitions |
Wells Capital Management Code of Ethics Policy
all Reportable Funds shall be maintained and made available for reference under Reportable Funds under the Code of Ethics tab in the Code of Ethics Team InvestNet web page. |
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Security/Securities |
As defined under Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it does not include direct obligations of the U.S. Government; bankers acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments, including repurchase agreements; shares issued by affiliated or unaffiliated money market mutual funds; or shares issued by open-end investment companies other than the Reportable Funds. |
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Spread Betting |
Spread betting is any of various types of wagering on the outcome of an event, where the pay-off is based on the accuracy of the wager, rather than a simple win or lose outcome, such as fixed-odds betting. A spread is a range of outcomes and the bet is whether the outcome will be above or below the spread. |
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Trust Accounts |
An account that is managed by one party for the benefit of another. |
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All Access Persons must report securities for the following types of trust accounts (Note: Access Persons must also pre-clear securities for the account types listed below.): |
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A trust account for which the Access Person is a trustee, or beneficiary and has both investment control and a pecuniary interest; |
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A trust account for which the Access Person is a trustee that has investment control and at least one beneficiary of the trust is the trustees immediate family member (whether they live with the trustee or not); |
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A trust account for which the Access Person is a trustee that receives a performance-related fee from the trust; |
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A trust account for which the Access Person is a settlor that has both the power to revoke the trust without the consent of another person and investment control. |
Appendix A |
31 | Definitions |
Wells Capital Management Code of Ethics Policy
A PPENDIX B
R EGISTERED P RODUCTS
PLEASE CONSULT THE WELLSCAP WEBSITE FOR A COMPLETE LIST OF MUTUAL FUNDS AND CLOSED END FUNDS TO WHICH THE CODE APPLIES. PLEASE REFER TO THE FOLLOWING WEBSITE FOR A CURRENT LIST OF REPORTABLE FUNDS: https://wellscap.ptaconnect.com/pta/openDocument.do?st=T376-RNOQ-YRTQ-RIDI-QL31-7SBY-V91V-JY6E&name=281_1400097842793.PDF&path=//PTANAS01/Clients/WELLSCAP/docs/&st=T376-RNOQ-YRTQ-RIDI-QL31-7SBY-V91V-JY6E
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Wells Capital Management Code of Ethics Policy
A PPENDIX C C OMPLIANCE C ODE C HANGES
1. | Section 5.3 Political Contributions | April 2012 | ||||
Added Political Contribution language for investment advisers. | ||||||
2. | Appendix B Relevant Code of Ethics Team Staff List | April 2012 | ||||
Added current Compliance staff. | ||||||
3. | Appendix C Gifts and Activities with Customers or Vendors | April 2012 | ||||
Added ERISA guidelines for gifts | ||||||
4. | Section 1.4 You are considered to be an Access Person | June 2012 | ||||
Modified definition of an Access Person | ||||||
5. | Cover Page and Preamble | August 2012 | ||||
Cover page revised and Preamble created for joint use of Policies and Procedures with related entities, as needed | ||||||
6. | Preamble | April 2014 | ||||
Preamble revised for joint use of Policies and Procedures with related entities, as needed (added Metropolitan West Capital Management, LLC) | ||||||
7. | Appendix B | December 2014 | ||||
Updated appendix to remove Code of Ethics staff names and replace with an email distribution list for all questions related to the Code of Ethics or the Code of Ethics System. | ||||||
8. | Various Sections | May 2015 | ||||
Introduction | ||||||
Added ECM and FIA as entities the code will apply to | ||||||
Section 3.2 Trade Restrictions and Prohibitions | ||||||
Added language noting yearly 25 buy transaction limit, additional scrutiny placed on PM transactions in securities also held in client accounts, and prohibiting spread betting | ||||||
Section 2.2 Reporting Your Personal Securities Accounts and Transactions | ||||||
Added Individual Savings Accounts (ISAs) | ||||||
Section 5.1 Gifts | ||||||
Increased gift limit to $200 | ||||||
Section 5.4 Global Anti-Corruption Policies, Training and Recordkeeping | ||||||
Added Global Anti-Corruption and UK Bribery Act language | ||||||
Appendix A | ||||||
Added definitions for Independent Savings Accounts (ISAs), Spread Betting and Trusts | ||||||
Removed Appendix B & C and incorporated them into the document |
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Wells Capital Management Code of Ethics Policy
9. | Section 2.3 Summary of Reportable Transaction Table | July 2015 | ||||
Removed U.S. from U.S. Govt Bonds to indicate foreign Govt bonds are non-reportable | ||||||
10. |
Section 3.1 Pre-Clearance Transactions Table Removed U.S. from U.S. Govt Bonds to indicate foreign Govt bonds are non-preclearable Investment Trusts changed from No to Yes to indicate they must be pre-cleared |
July 2015 | ||||
11. | Section 3.2 Trade Restrictions and Prohibitions | July 2015 | ||||
Contract for Differences added to the list of prohibitions | ||||||
IPO Prohibition clarified to exclude Govt bond issues | ||||||
Loans prohibited for ECM team members | ||||||
12. | Section 5.1 Gifts | July 2015 | ||||
Added language regarding pre-clearance request submission in PTA | ||||||
Removed gift cards or gift certificates from the section on accepting gifts, as they are not permitted | ||||||
13. | Section 5.2 Outside Business Activity | July 2015 | ||||
Added clarifying language and reference to disclosure submission in PTA | ||||||
14. | Section 5.2 Political Contributions | July 2015 | ||||
Added clarifying language and reference to pre-clearance request submission in PTA | ||||||
15. | Section 5.4 Global Anti-Corruption Policies | July 2015 | ||||
Changed all Global Antii-Corruption (GAC) references to Anti-Bribery and Corruption | ||||||
(ABC) to reflect the Wholesale name change. | ||||||
Changed the entertainment threshold for Non-US Govt employees to $100 to reflect the current policy | ||||||
Added cautionary language regarding varying jurisdictional limitations | ||||||
16. | Section 6 The Volcker Rule | July 2015 | ||||
New section added to the COE | ||||||
17. | Document Footer | July 2015 | ||||
Removed Wells Fargo Internal Use | ||||||
18. | Appendix A | July 2015 | ||||
Added Contract for Differences | ||||||
19. | Section 2.2 Reporting Your Personal Sec Accts and Transactions | Jan 2016 | ||||
Language added for new quarterly and annual certs (team members are now responsible for adding their own transactions in PTA). | ||||||
Additional Items: Language regarding Managed Accounts |
34 | Compliance Code Changes |
Wells Capital Management Code of Ethics Policy
20. |
Section 3.2 Trade Restrictions and Prohibitions ECM Loan statement modified process has been established |
Jan 2016 | ||||
21. | Section 4.1 What is Insider Trading | Jan 2016 | ||||
Revised definition of scalping | ||||||
22. | Section 5.1 Gifts | Jan 2016 | ||||
Added language for WFFD licensed team members | ||||||
Team member gifts limited to $200 per corporate policy | ||||||
Added clarification regarding tickets | ||||||
Expanded Entertainment language, including receipt of entertainment | ||||||
in excess of $300 must be logged | ||||||
Added Taft-Hartley Language all G&E must be logged for LMRDA reporting | ||||||
23. | Section 5.4 Anti-Bribery and Corruption | Jan 2016 | ||||
Modified language to mirror newly adopted Wholesale a Corporate standards, and referenced the new standalone ABC policy | ||||||
24. | Section 7 Training | Jan 2016 | ||||
Added language regarding failure to complete required courses | ||||||
25. | Section 8.2 Penalties | Jan 2016 | ||||
Added language about training, G&E, political contributions | ||||||
3 rd Minor offense changed to 10 day personal trading ban | ||||||
2 nd Substantive offense changed to 30 day personal trading ban | ||||||
3 rd Substantive offense changed t0 45 day personal trading ban | ||||||
26. | Appendix A | Jan 2016 | ||||
Removed language regarding Trusts (added May 2015) | ||||||
27. | Introduction | July 2016 | ||||
Removed the reference to MetWest | ||||||
28. | Section 3.2 Trade Restrictions and Prohibitions | July 2016 | ||||
De Minimis Exception update | ||||||
29. | Section 5.1 Gifts and Entertainment | July 2016 | ||||
Changed the $300 threshold for receipt of entertainment to annually | ||||||
30, | Section 8.2 Penalties | July 2016 | ||||
Added manager notification to for all violations | ||||||
Changed the penalty for a 1 st minor from a verbal to a written warning | ||||||
31. | Section 5 Gifts, Directorships, and Other Outside Employment | Sept 2016 | ||||
Added language regarding collaboration with GEI | ||||||
Changed the $300 threshold for receipt of entertainment to per event | ||||||
Added language regarding modest and occasional meals | ||||||
Added a $500 per person, per event threshold for providing entertainment | ||||||
32. | Added Analytic Investors LLC, as covered entity, additional minor formatting changes | Jan. 2017 |
35 | Compliance Code Changes |
Los Angeles Capital Management and Equity Research, Inc. and its Affiliates |
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Code of Ethics
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Effective: December 31, 2017
|
Table of Contents
Definitions |
3 | |||
Introduction |
5 | |||
General Principles |
5 | |||
Scope of the Code |
6 | |||
Persons Covered by the Code |
6 | |||
Standards of Business Conduct |
6 | |||
Conflicts of Interest |
6 | |||
Outside Business Interests |
8 | |||
Transactions with Affiliates |
9 | |||
Disciplinary Events |
9 | |||
Prohibited Activities |
9 | |||
Gifts and Entertainment |
10 | |||
Limits to Gifts and Entertainment Received by Employees |
10 | |||
Limits to Gifts and Entertainment Given by Employees |
11 | |||
Broker/Dealer Entertainment |
12 | |||
Pre-Clearing and Reporting Gifts and Entertainment |
12 | |||
Personal Trading Procedures |
12 | |||
Disclosure of Personal Accounts and Security Holdings |
12 | |||
Exempt Reporting Requirements |
13 | |||
Restricted Securities |
14 | |||
Pre-Clearance Procedures |
14 | |||
Quarterly Reports |
15 | |||
Quarterly Personal Brokerage Statements |
15 | |||
Confidentiality |
16 | |||
Certification of Compliance with Code of Ethics |
16 | |||
Administration and Enforcement of Code |
16 | |||
Annual Review |
16 | |||
Recordkeeping |
16 | |||
Violations of the Code |
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Whistleblower Policy |
17 |
2
Definitions
Access Persons any Supervised Person who has access to non-public information regarding any clients purchase or sale of securities, or non-public information regarding the portfolio holdings of a reportable fund; or who is involved in the investment decision making process for a client, or who has access to such investment decisions for a client. Each employee of the Firm is considered an Access Person.
Approving Officers either Chief Compliance Officer and General Counsel OR Chief Compliance Officer and President or CEO.
Automatic Investment Plan a program in which regular periodic purchases or withdrawals are made automatically in to or from investment accounts in accordance with a pre-determined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
Beneficial Ownership generally speaking, encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the security or can obtain ownership of the securities immediately or within 60 days, or can vote or dispose of the securities. A person is normally regarded as the beneficial owner of securities held in the name of his or her spouse or minor children living in his or her household.
Closed End Fund a fund which does not continuously offer their shares for sale, but rather, sells a fixed number of shares at one time (in an Initial Public Offering), after which the shares typically trade on a secondary market. The price is determined by the market and may be greater or less than the shares net asset value.
Foreign Official includes governmental officials, political party leaders, candidates for office, employees of state owned enterprises (such as state owned banks or pension plans), and relatives or agents of such persons if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official.
Fund an investment company registered under the Investment Company Act of 1940.
Initial Public Offering (IPO) an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of sections 13 and 15 of the Securities Exchange Act of 1934.
Limited Offering an offering made to a few, select individuals that is exempt from registration under the Securities Act of 1933 (e.g., Hedge Funds, Private Placements, etc.).
Non-Discretionary Account an account over which the Access Person has no direct or indirect influence or control.
Outside Business Interest any significant business interest in, or an outside position with, an entity not owned by the Firm.
Outside Entity Any entity (including non-profits) unaffiliated with the Firm, whether publicly or privately held. This may also include unincorporated businesses or self-employment, including family or private businesses. An Outside Entity does NOT include local community organizations such as local churches, homeowners associations, clubs, or local charities.
Reportable Security any security as defined in Section 202(a)(18) of the Act, except that it does NOT include: (i) direct obligations of the Government of the United States; (ii) Bankers acceptances, back certificates of deposit, commercial paper and high quality short term debt instruments, including repurchase agreements, (iii) shares issued by money market funds; (iv) Shares issued by open-end funds other than reportable funds (any fund in which you serve as the investment adviser); and (v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.
Supervised Person director, officer, partner or other person occupying similar status or performing similar functions, an employee of the Firm, and any other person who provides advice on behalf of the adviser and is subject to the advisers supervision and control.
Introduction
This Code of Ethics (the Code) establishes the rules of conduct for Los Angeles Capital Management and Equity Research, Inc. (Los Angeles Capital) and LACM Global, Ltd. (together, with Los Angeles Capital the Firm) under Section 204 and Rule 204A-1 of the Investment Advisers Act of 1940, Rule 17j-1 of the Investment Company Act of 1940, and the Financial Conduct Authority Principles for Business and Conduct of Business.
General Principles
The Firm acts as a fiduciary to its clients and investors (clients) and therefore has an affirmative duty of care, loyalty, honesty, and good faith to act in clients best interests. The Firms personnel have an obligation to uphold these duties. At a minimum, the Firm and its employees must conduct themselves in accordance with the following principles at all times:
1. | You must place the interests of clients before yourself and the Firm; |
2. | You must conduct business with integrity; |
3. | You must act in a professional and ethical manner; |
4. | You have a duty to act with skill, competence, and diligence; |
5. | You have a duty to communicate with clients in a timely and accurate manner; |
6. | You must conduct all personal securities transactions in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of an employees position of trust and responsibility; |
7. | You must adequately protect client assets; |
8. | You must take reasonable care to organize and control the Firms affairs responsibly and effectively, with adequate risk management; |
9. | You must adhere to the fundamental standard that investment advisory personnel not take inappropriate advantage of their positions; |
10. | You must adhere to the principle that information concerning the identity of security holdings and financial circumstance of clients is confidential; |
11. | Decisions affecting clients are to be made with the goal of providing suitable advice and equitable and fair treatment among clients; |
12. | Communications with clients or prospective clients should be candid and fulsome. They should be true and complete and not mislead or misrepresent. This applies to all marketing and promotional materials; |
13. | You must adhere to the principle that independence and objectivity in the investment decision making process is paramount; and |
14. | You must report any violations of the code to Los Angeles Capitals Chief Compliance Officer (CCO). If it would not be appropriate to report to the CCO, then violations should be brought to the attention of Los Angeles Capitals General Counsel. |
All employees must comply with applicable federal securities laws and Firm policies issued from time to time, and, as an adviser the Firm and its employees are prohibited from the following:
1. | Employing a device, scheme, or artifice that would defraud an investment advisory client; |
2. | Making to a client or potential client any untrue statement of a material fact or omitting a material fact necessary in order to make the statements made not misleading; |
3. | Engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client; |
4. | Engaging in a manipulative practice with respect to a client; |
5. | Engaging in any manipulative practice with respect to securities, including price manipulation, acting on or spreading false market rumors; or |
6. | Making use of any information that an employee may have become aware of by virtue of his/her relationship with a client organization. Access Persons may not conduct a transaction while aware of such inside information if the information is indeed non-public in nature and comes about through dialogue and/or interaction with an official at a publicly-traded organization. 1 |
Scope of the Code
Persons Covered by the Code
Every employee of the Firm is considered an Access Person, unless otherwise exempted by Los Angeles Capitals Approving Officers. Consultants, interns, or other temporary employees may be considered an Access Person depending on certain factors such as length of service, nature of duties, and access to the Firms information. Such persons will be notified if they are considered to be an Access Person.
Family Members of Access Persons
Certain family members of Access Persons are subject to the specific reporting requirements detailed in the Personal Trading Procedures section of the Code.
Standards of Business Conduct
Conflicts of Interest
The Firm recognises that, from time to time, a conflict of interest may arise between its own interests and those of a client. The Firm requires that its clients interests take precedence and that its Access Persons disregard any other relationship, arrangement, material interest, or
1 | Refer to Los Angeles Capitals Insider Trading Policy for further information. |
conflict of interest which may serve to influence, or appear to influence, its discretionary management.
From time to time the Firm may have an interest or relationship to a transaction that either gives, or may give, rise to a conflict of interest. As a fiduciary, the Firm must not knowingly advise or deal in the exercise of discretion in relation to that transaction unless reasonable steps are taken to manage the conflict of interest to avoid impairment of that transaction. Where the Firm faces a material conflict that it is unable to manage, this fact must be disclosed to the client(s) concerned.
All conflicts and potential conflicts of interest, including interest in a transaction, should be reported to Los Angeles Capitals Compliance department upon hire or upon entering into any such relationship, whichever may come first. Each reported conflict will be examined by the CCO or General Counsel to determine whether the conflict would be inconsistent with the interests of the Firm and subject to the implementation of appropriate information barriers or other procedures to isolate the involved investment personnel from investment-making decisions regarding the securities of or transactions with the company.
In determining whether a conflict of interest exists, the Firm must specifically take into account where it: (i) is likely to make a financial gain or avoid a financial loss at the expense of the client; (ii) has an interest in the outcome of the service provided to the client, or the transaction carried out on behalf of its client, which is distinct from the clients interest in that outcome; (iii) carries on the same business as the client; or (iv) receives, or will receive, from a person other than the client, an inducement in relation to a service provided to the client in the form of monies, goods, or services, other than the standard commission or fee for that service. The following list includes, but is not limited to, possible conflicts:
| Immediate family member is employed by a: |
○ | broker-dealer |
○ | publicly traded company |
○ | critical service provider (see Compliance for a full list of Critical Service Providers) |
○ | client |
○ | regulatory agency |
○ | investment adviser |
| Employee or family member serves on the board of directors or committee of any of the above. |
| Any material, Beneficial Ownership or interest in any of the above. |
| Executorship, trusteeship, or power of attorney privileges other than with respect to a family member. |
Record of Conflicts
As its principal mechanism for identifying, managing, monitoring, and mitigating conflicts of interest, the Firm maintains a record of reported conflicts of interests, which itemizes conflicts, mitigating controls, and responsibilities.
Identified material conflicts are disclosed to clients in Form ADV Part 2A.
Outside Business Interests
The Firm permits employees to maintain Outside Business Interests as long as the Outside Business Interest does not: (i) create an actual or potential conflict of interest for the Firm; (ii) interfere with the employees duties to the Firm and its clients; or (iii) jeopardize the business or reputation of the Firm.
Employees should not hold any part-time or secondary position with any Outside Entity that may create an actual or potential conflict of interest with the duties the employee performs for the Firm, regardless of whether the employee is compensated or not. Outside Business Interests include a wide range of endeavors, including but not limited to: employment with an unaffiliated company, acting as an independent contractor or consultant, owner of an unrelated business, or serving as a director or officer of any Outside Entity. Employees may not engage in Outside Business Interests without written approval from their supervisor, the CCO, General Counsel, and the CEO. See Compliance for more information.
Notwithstanding the above, any Outside Business Interests involving investment advisory services must always be pre-cleared with the CCO prior to engaging in the activity, unless the employee acts solely in connection with the personal estate of a family member.
No Firm employee may accept an appointment as an executor, trustee, guardian, conservator, general partner, or other fiduciary, or any appointment as a consultant in connection with fiduciary or active money management matters, without obtaining approval from Los Angeles Capitals CCO. Securities traded by you as a fiduciary will be subject to the Firms Personal Trading Procedures.
Approval will be subject to the implementation of procedures to safeguard against potential conflicts of interest, such as establishing information barriers, placing securities of the company on the Firms restricted list, or recusing yourself if the entity ever considers doing business with the Firm. Approval may be withdrawn if the Firms senior management concludes that withdrawal is in the Firms interest. Employees must provide Compliance with prompt notification any time a previously approved Outside Business Interest changes or the employee
becomes aware of a conflict of interest relating to the activity. It is possible that the employee may be required to discontinue the previously approved activity.
Please notify Compliance if you are unsure of your reporting obligations.
Transactions with Affiliates
Los Angeles Capital has one affiliate, LACM Global, Ltd., that provides advisory and marketing services to professional investors in Europe, the U.K., and the Middle East. Any new arrangements between the entities must be reviewed by Compliance, Legal, and Los Angeles Capitals Board of Directors to account for any potential conflicts of interest.
Disciplinary Events
All employees are to promptly notify Los Angeles Capitals CCO of any disciplinary history upon hire and in the event of notice of or commencement of any regulatory, legal, or disciplinary action even if such action relates to your prior employment. The CCO is responsible for determining whether the information is material and must be reported to regulators and/or clients.
Prohibited Activities
Employees are prohibited from all of the following activities:
| Using or sharing knowledge about pending, currently considered, or recent securities transactions of clients to profit personally, directly or indirectly, as a result of such transaction, including purchasing or selling such securities. |
| Disclosing to other persons any information about a client and/or former clients, including financial circumstances, security holdings, identity (unless the client has previously consented to the circumstances of the disclosure), and any advice furnished by the Firm. |
| Engaging in frequent trading of a mutual fund where the Firm serves as an adviser or sub-adviser. Frequent trading is defined as selling or repurchasing a position that was taken or sold, respectively, less than sixty days prior to the transaction. Certain mutual funds may have more restrictive frequent trading policies. The Firm maintains a list of the mutual funds for which it serves as an adviser or sub-adviser. |
| Engaging in day trading as it may be a potential distraction from servicing clients. |
| Borrowing from clients or providers of goods or services with whom the Firm deals, except those who engage in lending in the usual course of business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage. |
| Giving advice to clients that may be interpreted as giving legal advice. All questions in this area should be referred to Los Angeles Capitals General Counsel. Employees should also avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, with the exception of situations that may be appropriate in the performance of an official fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties. |
| Entering into uncovered short sales, writing uncovered options, acquiring securities in an IPO, and transacting in securities offered in a hedge fund, private placement, or other Limited Offering without prior approval from Compliance and Trading. |
| Undertaking personal investment transactions with the same individual employee at a broker-dealer firm on the Firms approved brokerage roster. Non-Discretionary Accounts and Related Parties are not subject to this prohibition. See Exhibit I or Compliance for details. |
Gifts and Entertainment
A conflict of interest may occur when an employees personal interests interfere or potentially interfere with responsibilities to the Firm or its clients. The overriding principle is to eliminate any conflict of interest. Accordingly, employees should not solicit, give, or accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could be viewed as overly generous, aimed at influencing decision-making, or making either party feel beholden to a person or a company or that in any manner would conflict with the best interests of the Firms clients.
Limits to Gifts and Entertainment Received by Employees
| No employee may receive any gift, service, or other thing valued greater than $100 in aggregate (a Prohibited Gift) from any person or entity that does or hopes to do business with the Firm within a calendar year. The receipt of cash gifts is prohibited. Los Angeles Capitals CCO is authorized to make a final determination as to whether the thing of value should be considered a Prohibited Gift within the context of the Code and conflict of interest principles and may approve or deny requests to be able to accept any gift. An example of something that would not be considered a Prohibited Gift would be receipt of a free admission to a legal conference by a sponsoring law firm that advises the Firm. |
| No employee may accept extravagant or excessive entertainment from a client, prospective client, or any other person or entity that does or hopes to do business with |
the Firm. 2 Employees may accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment (i) is present; (ii) the entertainment is not provided as part of a quid pro quo arrangement; and (iii) the entertainment does not create a conflict of interest in relation to any client account.
Limits to Gifts and Entertainment Given by Employees
● | No employee may give or offer to give any gift, service, or other thing valued greater than $100 in aggregate within a calendar year to existing clients, prospective clients, or any other person or entity that does or hopes to do business with the Firm, including brokers and service providers, without the prior consent of Los Angeles Capitals Compliance department. Cash gifts are prohibited. |
○ | There are more restrictive rules and limitations for gifts and entertainment provided to certain state or local government plans, ERISA plans, unions and union officials, and Foreign Officials . Please see Compliance or Legal regarding specific gift giving limitations. Please note that for some clients or prospects entertainment and gifts may be required to be reported to a third party and could reflect unfavorably on the Firm or disqualify the Firm from being able to provide management services. |
○ | State and local governments increasingly limit or prohibit gifts and entertainment to the employees, officers, board members, and consultants of their pension and other investing funds. Some prohibit providing anything of value, including any food, whether provided at a Firm facility or event or elsewhere, or transportation to and from airports by cab or private car. Failure to comply with these requirements by the Firm or its employees can lead to disqualification of the Firm from managing assets for the client, loss of management fees, or other penalties. |
○ | You must always obtain pre-approval under the procedures set out above of any proposed gift or entertainment involving an employee, officer, board member, or consultant of an existing or prospective government fund, government pension plan, ERISA plan, or union client/prospect. |
○ | Gifts and contributions to elected political officials and candidates for political office are covered by special rules. See the Pay to Play Policy. |
2 Entertainment provided by a broker/dealer is subject to stricter requirements. Please refer to the section on Broker/Dealer Entertainment for more information.
● | No employee may provide extravagant or excessive entertainment to a client, prospective client, or any other person or entity that does or hopes to do business with the Firm. Employees may provide a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present and it is both necessary and incidental to the performance of the Firms business. |
Broker/Dealer Entertainment
All employees are required to obtain written pre-clearance from Compliance prior to accepting any entertainment from a broker/dealer . A Broker Entertainment Pre-Clearance Form can be obtained from the Compliance department and requires the signature(s) of EACH Firm attendee/representative and an approving signature from a member of the Compliance department. Pre-clearance approval cannot be granted by the same individual seeking pre-clearance. In the event that a member of the Compliance department requires pre-clearance, signatures must be obtained from an alternate member of the department who is authorized to provide approval. All Broker Entertainment Pre-Clearance Forms must be submitted to the Compliance department in advance of the event.
Pre-Clearing and Reporting Gifts and Entertainment
Regardless of value or giver, all gifts and entertainment received are required to be reported to the Compliance department. Written notification should specify all relevant details, including the giving person or entity, the receiving person or entity, and a description of the gift or entertainment. You are advised to seek pre-approval if you are not certain whether the entertainment would be considered excessive, if you are providing a gift or entertainment to a Union or Union Official, ERISA fiduciary, or if you cannot judge whether a gift has a value over $100. If any unapproved gift is received, the recipient should either reject the gift, give the gift to Compliance who will return the gift to the giver, or if returning the gift would harm relations with the giver, Compliance will donate the gift to charity.
Personal Trading Procedures
Disclosure of Personal Accounts and Security Holdings
Each Access Person must disclose to Compliance all Reportable Security holdings where he/she has direct or indirect Beneficial Ownership within 10 days of being hired, at the time such ownership is obtained, and annually thereafter. Under the SEC Rules, a person is regarded as having Beneficial Ownership when they can either directly or indirectly benefit economically from the account OR if the securities are held in the name of a Related Party:
● | A husband, wife, or domestic partner |
● | A minor child |
● | A relative or significant other sharing the same house, and |
● | Anyone else if the Access Person: |
○ | Obtains benefits substantially equivalent to ownership of the securities |
○ | Can obtain ownership of the securities immediately or within 60 days, or |
○ | Can vote the securities |
Another example of an Access Person having Beneficial Ownership includes trades in any relatives brokerage account (not just those living in the same household) if the Access Person is authorized to make or direct trades AND can benefit economically from the account, regardless of whether the Access Person actually makes or directs the trades.
Whether you have Beneficial Ownership in the securities of a spouse, domestic partner, minor child, or relative or significant other sharing the same house can be rebutted only under very limited facts and circumstances. If you believe your situation is unique and therefore rebuts the presumption of Beneficial Ownership, you must contact the CCO for written approval.
Access Persons must make sure that Related Parties covered by the Code are familiar with the requirements of the Code. A violation due to the actions of a Related Party constitutes a violation by the Access Person.
If you act as a fiduciary with respect to funds and accounts managed outside of the Firm (e.g. if you act as the executor of an estate for which you make investment decisions), you will have Beneficial Ownership in the assets of that fund or account. Accordingly, any securities transactions you make on behalf of that fund or account will be subject to the general trading restrictions applicable to you under the Code.
Securities of privately owned companies require pre-clearance and need to be reported on your Annual Report. If the company notifies you of their intent to go public, you must immediately notify Compliance.
All Access Persons must submit upon hire and annually thereafter a listing of (i) all investment accounts together with all investment accounts of Related Parties and (ii) any directly held reportable securities. The Compliance department will review all submitted reports for accuracy and completeness, cross checking against other required documentation.
Exempt Reporting Requirements
Access Persons do not need to report holdings or transactions in Compliance-approved Non-Discretionary Accounts where the Access Person has no direct or indirect influence or control, including securities held in accounts where the Access Person may have signed over ALL investment discretion to an adviser, broker, or other trustee. However, Access Persons are
required to report the existence of the account on the Annual Report along with acceptable proof of the accounts non-discretionary status to Compliance. If you are uncertain as to whether this exclusion applies to you, please see Compliance for further clarification.
Ownership of shares of Los Angeles Capital allocated pursuant to periodic share offerings, investments through Los Angeles Capitals 401(k) Profit Sharing plan, and 529 College Savings Plans are exempt from all reporting requirements.
Restricted Securities
The Firm does not allow:
● | Purchases of a publicly traded client security (stock, bond, etc.) 3 ; |
● | Purchase of shares through an Initial Public Offering (IPO); |
● | Entering into an uncovered (naked) short sale; and |
● | Writing an uncovered option. |
In the event that a restricted security was held prior to your employment with the Firm or prior to the addition to the Firms restricted list, the Firm will not require you to liquidate your position but instead require pre-clearance and reporting.
Pre-Clearance Procedures
Certain transactions must be pre-cleared in writing prior to their execution. Please see Appendix A for examples of the types of securities transactions that require pre-clearance. A Personal Trade Pre-Clearance form can be obtained from Los Angeles Capitals Compliance department and requires the signatures of a member of the Trading department AND a member of the Compliance department. A standard approval is valid only until the end of the trading day on which approval was granted, or such shorter time as may be specified on the approved pre-clearance form. If the trade is not executed by the end of the current trading day, the Compliance department should be notified and a new pre-clearance form would need to be completed prior to trading on any subsequent day. Whether buying or selling, Access Persons may not execute any transaction that exceeds the number of shares permitted on the pre-clearance approval form, including fractional shares.
All personal trade pre-clearance forms must be submitted to the Compliance department prior to execution and are retained by Compliance.
Pre-clearance approval cannot be granted by the same individual seeking pre-clearance. In the event that a member of the Trading department or a member of the Compliance department
3 Refer to the Firms Restricted Securities List.
requires pre-clearance, signatures must be obtained from an alternate member of the respective department who is authorized to provide approval.
For a summary of pre-clearance obligations please see Appendix A.
Exemptions from Pre-Clearance
● | Transactions pursuant to an Automatic Investment Plan (dividend reinvestment plans, etc.). The initial automatic investment transaction must be pre-cleared in accordance with its security type. All subsequent automatic investments are exempt from pre-clearance provided the schedule and criteria remain the same. |
● | Purchases effected upon the exercise of rights issued pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired. |
● | Non-directed acquisition or sales of securities due to involuntary corporate actions, including stock dividends, splits, mergers, spin-offs, etc. |
● | Receipt of gifts of securities. |
● | Purchases or sales held in Compliance-approved Non-Discretionary Accounts where the employee has no direct or indirect influence or control. This includes accounts where the employee has signed over-all investment discretion to an adviser, broker, or other trustee. |
● | Acquisition of shares of Los Angeles Capital by Access Persons pursuant to periodic share offerings. |
● | Subsequent investments in a Limited Offering where the initial investment received pre-clearance approval. |
Quarterly Reports
Access Persons must report to Compliance within 30 days of each calendar quarter-end all transactions in directly held reportable securities and any new investment accounts for the Access Person or their Related Parties. In addition employees will be required to respond to any additional requests or certifications deemed necessary by Compliance. The Compliance department will review all submitted reports for accuracy and completeness, cross checking with other required documentation.
Quarterly Personal Brokerage Statements
Access Persons will provide the Compliance department with investment confirmations and/or duplicate copies of all statements for accounts holding reportable securities where the Access Peron has either direct or indirect Beneficial Ownership AND direct/indirect influence or control, including the securities accounts of all Related Parties. This may include such reports as traditional brokerage accounts, IRAs, former employer 401(k)s, etc. and must reflect all activity within the account during the quarterly period under review.
Confidentiality
All reports submitted to Los Angeles Capitals Compliance department pursuant to the Code will remain confidential, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from regulatory and law enforcement agencies.
Certification of Compliance with Code of Ethics
Upon hire and annually thereafter, each employee will certify in writing that (i) he/she received, read, and understands the Code and any applicable amendments; (ii) recognizes that he/she is subject to the Code; (iii) that he/she has complied with the requirements of the Code; and (iv) that he/she has disclosed all personal securities and transactions required to be reported pursuant to the requirements of the Code.
This certification will be made within the Annual Report each year. The Compliance department will provide each employee with a current copy of the Code upon hire, request, material change, and annually for training purposes.
Administration and Enforcement of Code
Annual Review
Compliance will review the Code at least annually for its adequacy and effectiveness. Any material amendments to the Code must be approved by Los Angeles Capitals Board of Directors and the Board of Directors of any mutual fund that Los Angeles Capital currently serves as a sub-adviser. All material amendments and updates to the list of restricted securities will be promptly communicated to Firm employees.
As a Fund adviser or sub-adviser, Los Angeles Capital will provide a written annual report to the Board of Directors of each Fund that describes any issues arising under the Code since the last report, including information about material violations of the Code and sanctions imposed in response. This report will also include discussion of any waivers that might be considered important by the Funds Board of Directors and will certify that the Firm has adopted policies and procedures reasonably designed to prevent Access Persons from violating the Code.
Recordkeeping
All required documentation will be retained in accordance with Rule 204-2 of the Investment Advisers Act. Please see the Firms Books and Records policy for further information.
Violations of the Code
All Access Persons must report immediately to Compliance if they: (i) suspect that another employee or anyone else working on behalf of the Firm has breached any of the General
Principles outlined in this Code; (ii) believe that any of the Firms procedures are inconsistent with the Firms fiduciary duty or regulations; or (iii) are asked, directly or indirectly, to act in any manner inconsistent with the General Principles of the Code.
Material violations of the Code include violations that impact a client or are egregious, malicious, or repetitive in nature. A violation may include, but is not limited to: failure to receive pre-clearance when obligated; trading in restricted securities; fraudulent misrepresentation of personal securities holdings or conflicts of interest; receipt of or gifting an excessive gift or entertainment event to a client, prospective client, or any individual or entity who does business or hopes to do business with the Firm; failing to receive pre-clearance for broker entertainment; repetitive non-material violations for the same offense; non-compliance with applicable laws, rules, and regulations; fraud or illegal acts involving any of the Firms business; material misrepresentation in regulatory filings, internal books and records, client records, or reports; activity that is harmful to a client, including its shareholders; and deviations from required controls and procedures that safeguard clients and the Firm.
Sanctions
Any violations of the Code may result in disciplinary action that Los Angeles Capitals Board of Directors and the CCO deem appropriate, including, but not limited to, a warning, fines, disgorgement, suspension, demotion, loss of responsibility, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.
Sanctions for Personal Trading Violations
Personal trading violations, including, but not limited to, trading without the required pre-clearance or trading restricted securities may result in the immediate unwinding of the trade and a fine. If required, the amount of the fine will be determined by members of Los Angeles Capitals Board of Directors and the CCO. It may include the disgorgement of any profits from the trade to a mutually agreed upon charity. The trade(s) may be unwound as soon as possible upon discovery and notification of the violation.
Whistleblower Policy
The Firm is committed to high ethical standards and compliance with the law in all of its operations and will deal with its regulators in an open and cooperative way. The Firm must disclose to regulators anything relating to the Firm of which a regulator would reasonably expect notice. The Firm believes that its employees are in the best position to provide early identification of significant issues that may arise with compliance with these standards and the law. The Firms policy is to create an environment in which its employees can report these issues in good faith without the fear of reprisal.
The Firm requires employees to report illegal activity or activities that are not in compliance with the Firms formal written policies and procedures, including the Firms Code of Ethics, to assist the Firm in detecting and putting an end to fraud or unlawful conduct. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.
The Firm expects the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is merely being overlooked, the normal first recourse should be to bring the issue to the attention of the party charged with the operation of the policy. In most cases, an employee should be able to resolve the issue with his or her manager, or, if appropriate, another senior member of the Firm. However, instances may occur when this recourse fails or you have legitimate reason to not notify management. In such cases the Firm has established a system for employees to report illegal activities or non-compliance with the Firms formal policies and procedures.
An employee who has good faith belief that a violation of law or failure of compliance may occur or is occurring has a right to come forward and report under this Whistleblower Policy. Good faith does not mean that a reported concern must be correct, but it does require that the reporting employee believe that he or she is fully disclosing information that is truthful.
Reports may be oral, by telephone or interview, or in writing by letter, memorandum, instant message, or e-mail. The employee making the report must identify himself or herself. The employee should also clearly identify that the report is being made pursuant to the Whistleblower Policy and in a context commensurate with the fact that the Policy is being invoked. The report should be made to the following parties, in the order shown:
● | The Chief Compliance Officer, unless it would not be appropriate or that officer fails to respond; |
● | The General Counsel |
The Chief Compliance Officer and/or General Counsel, as appropriate, will consult about the investigation as required. Depending on the nature of the matters covered by the report, an officer or manager may conduct the investigation or it may be conducted by the Chief Compliance Officer, the General Counsel, or by an external party.
The investigation will be conducted diligently by any appropriate action.
The Firm understands the importance of maintaining confidentiality of the reporting employee to make the Whistleblower right effective. Therefore, the identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, by self-regulatory organization, or as an essential part of completing the
investigation determined by the Chief Compliance Officer or General Counsel. Any disclosure shall be limited to the minimum required. The employee making the report will be advised if confidentiality cannot be maintained.
The Chief Compliance Officer will follow up on the investigation to make sure that it is completed, that any non-compliance issues are addressed, and that no acts of retribution or retaliation occur against the person(s) reporting violations or cooperating in an investigation in good faith.
The Chief Compliance Officer or General Counsel will report to the Firms Board of Directors concerning the findings of any investigation they determine involved a significant non-compliance issue.
If an employee elects not to report suspected unlawful activity or a suspected violation of law to the Firm, the employee may contact the appropriate governmental authority for review and possible investigation. Nothing in any Confidentiality Agreement between an employee or former employee and the Company will be considered violated in making a report of suspected unlawful activity to a governmental authority. This includes reporting waste, fraud, or abuse related to the performance of a Government contract involving the Company to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information ( e.g., agency Office of the Inspector General). The California Attorney Generals whistleblower hotline is 800-952-5225, the SECs whistleblower hotline is 202-551-4790, and the FCAs Whistleblowing Advice Line is +44 (0)20 7066 9200 or whistle@fca.org.uk.
Note that submitting a report that is known to be false is a violation of this Policy.
Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.
Appendix A
Code of Ethics Pre-Clearance Matrix
If a security type you would like to trade is not listed below, please see Compliance for additional guidance.
Security Type |
Pre-Clearance Approval | |
529 College-Savings Plans |
Not Required
|
|
Bank CDs |
Not Required
|
|
Bankers Acceptances |
Not Required
|
|
Bonds |
Not Required
|
|
Bonds from Issuer on List A^ |
PROHIBITED*
|
|
Closed End Funds (other than Mutual Funds Not on List B) |
Required
|
|
Commercial Paper |
Not Required
|
|
Direct Obligations of U.S. Government |
Not Required
|
|
ETFs (Not on List B)^ |
Not Required
|
|
ETFs (On List B)^ |
Required
|
|
Futures |
Required
|
|
High Quality, Short-Term Debt Instruments |
Not Required
|
|
IPO Allocations |
PROHIBITED
|
|
Limited Offerings (Hedge Funds, Privately Owned Companies, etc.) |
Required at time of initial investment; Not required for all subsequent investments provided in same Limited Offering
|
|
Money Market Funds |
Not Required
|
|
Mutual Funds (Not on List B)^ |
Not Required
|
|
Mutual Funds (On List B)^ |
Required
|
|
Options on ETFs (Not on List B)^ |
Not Required
|
|
Options on ETFs (On List B)^ |
Required
|
|
Options on stocks |
Required
|
|
Options on stocks (On List A)^ |
PROHIBITED*
|
|
Options on indices |
Not Required
|
|
Repurchase Agreements |
Not Required
|
|
Securities issued by Los Angeles Capital |
Not Required
|
|
Securities transacted pursuant to an automatic investment plan |
Required at time of initial investment or if any changes made to the investment plan (if security is reportable); Not required for all subsequent investments provided the schedule and criteria remain the same
|
|
Securities held in a Non-Discretionary account |
Not Required
|
|
|
||
Stocks (Not on List A)^ |
Required*
|
|
Stocks (On List A)^ |
PROHIBITED*
|
^ | List A = Restricted Securities List |
List B = Firms list of ETFs and Sub-Advised Mutual Funds |
Lists A and B are located at: \\lacapm\datafile\Public\Policy\Compliance\. |
*If security is on either List A or List B and acquired prior to employment or addition to either list, AP will not be required to liquidate position. However, pre-clearance, reporting of trades and holdings disclosure on initial holdings report are required. See Compliance.
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 Managements 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, 2017
2 |
PART 1: Purpose & Applicability |
4 | |||||||
|
1.1 |
Purpose |
4 |
|||||
1.2 |
Code ApplicabilityMAM Associates & Access Persons |
4 |
||||||
1.3 |
Report Changes to Access Person Status |
5 |
||||||
1.4 |
Code Certification |
5 |
||||||
1.5 |
Reporting Violations of the Code as well as Manulife and MAM Policies |
5 |
||||||
1.6 |
Supervisory Oversight & Personal Liability |
5 |
||||||
PART 2: Principles of Business Conduct |
6 | |||||||
2.1 |
General Principles of Business Conduct |
6 |
||||||
2.2 |
Personal Trading & Conflicts of Interests |
6 |
||||||
2.3 |
Confidential Investment Information |
7 |
||||||
2.4 |
False Rumors |
7 |
||||||
2.5 |
Outside Business Activities |
7 |
||||||
2.6 |
Other MAM & Manulife Compliance Requirements |
7 |
||||||
PART 3: Personal Investing Restrictions |
8 | |||||||
& Limitations |
||||||||
3.1 |
What Securities are Subject to the Codes Personal Trading Restrictions & Requirements? |
8 |
||||||
3.2 |
Restrictions on Securities under Active Consideration |
8 |
||||||
3.3 |
Restrictions on Manulife Securities |
8 |
||||||
3.4 |
Preclearance Approval Requirement |
9 |
||||||
3.5 |
Special Pre-Clearance Approval Requirement for Level 3 Access Persons Only |
9 |
||||||
3.6 |
15 Day Blackout Period Rule |
9 |
||||||
3.7 |
Affiliated Mutual Fund Profit Ban30 Day Rule |
10 |
||||||
3.8 |
Short-Term Profit Ban60 Day Rule |
10 |
||||||
3.9 |
Limit Orders and Special Orders |
10 |
||||||
3.10 |
Investment Clubs |
10 |
||||||
3.11 |
Discouraging Excessive Trading |
11 |
||||||
3.12 |
Additional Restrictions Hong Kong-Based Access Persons Only |
11 |
PART 4: Level 1 Access Persons Additional |
11 | |||||
Personal Investing Restrictions |
||||||
4.1 |
Initial Public Offering Ban |
11 |
||||
4.2 |
Investment Team Hold Until Sold Rule |
11 |
||||
4.3 |
Investment Team Enhanced Trade Blackout
|
12 |
||||
4.4 |
Preclearance of Significant Personal
|
12 |
||||
4.5 |
Disclosure of Personal Investment Conflicts &
|
12 |
||||
4.6 |
1% & 5% Security Ownership Disclosure &
|
12 |
||||
PART 5: Initial & Periodic Reporting |
13 | |||||
5.1 |
Requirement to Report All Securities Accounts |
13 |
||||
5.2 |
Duplicate Transaction Confirmations &
|
13 |
||||
5.3 |
USA-Based
Access Person Preferred
|
14 |
||||
5.4 |
Initial Holdings Report & Certification |
14 |
||||
5.5 |
Quarterly Transaction Report & Certification |
14 |
||||
5.6 |
Reporting of Gifts, Donations & Inheritances |
15 |
||||
5.7 |
Annual Holdings Report & Certification |
15 |
||||
5.8 |
Method of Reporting & Certifications |
15 |
||||
PART 6: Code Administration |
16 | |||||
6.1 |
No Liability for Loses |
16 |
||||
6.2 |
Penalties for Code Violations |
16 |
||||
6.3 |
Exemptions & Appeals |
16 |
||||
6.4 |
Code Amendments |
16 |
||||
6.5 |
Code Interpretation & Administration |
17 |
||||
6.6 |
Recordkeeping |
17 |
||||
Appendix A: Code Definitions |
18 | |||||
Appendix B: Code Adoption Dates |
22 | |||||
Appendix C: Chart: Reportable Securities & Pre-Clearable Securities |
23 |
3 |
PART 1 PURPOSE & APPLICABILITY
|
1.1 Purpose |
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. |
Access Person Level 1
|
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
|
Access Person Level 2
|
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 |
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 Administrators 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 .
1.4 |
Code Certification |
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 Codes 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 MAMs 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.
2.4 | False Rumors |
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 Associates 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 MAMs 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 Manulifes 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 Divisions information barrier, MAMs 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
|
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 PaytoPlay 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 Codes 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 Codes Personal Trading Restrictions & Requirements? |
Securities in which the Access Person has a Beneficial Interest are subject to the Codes 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
|
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 Persons 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 |
Manulifes 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 Codes 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 Codes 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 Persons 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.
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).
|
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 Persons 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.
Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
9 |
3.7 | Affiliated Mutual Fund Profit Ban30 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 Persons MAM entity within 30 calendar days.
3.8 | Short-Term Profit Ban60 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 issuers 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.
3.10 | Investment Clubs |
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).
Securities Transactions Exempted from the
|
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 Persons 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).
|
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 RestrictionsHong 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.
***
PART 4 |
LEVEL 1 ACCESS PERSONS ADDITIONAL PERSONAL INVESTING RESTRICTIONS
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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 Persons Investment Team and (ii) the Access Person (or Household Family Member ) purchased the Pre-Clearable Security after the date of the Codes 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 members participation as a form of employment compensation in their employers 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 Persons 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 Persons 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 OfficerFixed Income or the Chief Investment OfficerEquity (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 issuers 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 issuers 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 issuers 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 issuers Securities then the same Access Person is prohibited from recommending or participating in the investment decision to purchase or sell the same issuers 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 issuers Securities then the MAM entity the Access Person is associated with is prohibited from purchasing the same issuers Securities for a Client account.
Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
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PART 5 INITIAL AND PERIODIC REPORTING
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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 Persons 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.
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 Members 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)
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6 Brokers and dealers are subject to certain rules designed to prevent favoritism toward an Access Persons 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.
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 MAMs Preferred Brokers unless the Securities account has been qualified by the Code Administrator as an Exempt Securities Account. A current list of MAMs 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 Persons 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 Persons 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.
Compliance Reminder: Automatic Pre- Population of Transaction and Holdings Data in the Personal Trading & Reporting System
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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 Persons 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 Persons 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 Codes 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 Persons 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 Persons 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. |
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PART 6
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CODE ADMINISTRATION
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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 MAMs Fine and Sanction Guidelines for further information.
6.3 |
Exemptions & Appeals |
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.
6.4 |
Code Amendments |
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. |
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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 Administrators 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 Codes provisions in any given situation, rendering material sanctions for violations of the Code , and rendering final judgments on any Access Persons appeal of any decision or ordinary sanction imposed by the Chief Compliance Officer .
6.6 |
Recordkeeping |
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 persons 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
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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. |
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Appendix A
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Definitions of Italicized Code of Ethics Terms
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Access Person
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Refer to definition in Section 1.2 of this Code .
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Active Consideration for Purchase or Sale
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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.
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Affiliated Mutual Fund
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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 ).
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Automatic Investment Plan
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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.
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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.
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Chief Compliance Officer
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The term Chief Compliance Officer refers each Chief Compliance Officer of the applicable MAM entity adopting this Code.
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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.
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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 .
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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 .
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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, Childrens 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)
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Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
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Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
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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 MAMs investment advisory activities. |
Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
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Appendix A
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Definitions of Italicized Code of Ethics Terms (Continued)
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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)
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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.
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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 issuers 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 issuers debt.
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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.
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Securities Laws |
The Securities Laws include various domestic and foreign securities-related laws, statutes and rules/regulations that govern MAMs 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) .
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Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
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Appendix B
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Code of Ethics Initial Adoption and Amendment Dates
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Manulife Asset Management (US) LLC |
Initially Adopted January 12, 2012, Amended Effective Date September 1, 2013
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Manulife Asset Management (North America) Limited |
Initially Adopted February 22, 2012, Amended Effective Date November 1, 2013
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Manulife Asset Management Limited |
Initially Adopted February 22, 2012, Amended Effective Date November 1, 2013
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Manulife Asset Management (Europe) Limited
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Initially Adopted September 1, 2013
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Manulife General Account (Hong Kong) Ltd) (MANGA)
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Initially Adopted February 1, 2017
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Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
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APPENDIX C Securities Reporting & Pre-Clearance
Manulife Asset Management Code of Ethics |
Reportable Security: Initial and Annual Holdings Reports
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Reportable Security: Quarterly Transaction Reports |
Pre-Clearable Security? |
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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
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Government Securities
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Direct Obligations of the Government of the US or UK
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No | No | No | |||
State, Province or Municipal Bonds
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Yes | Yes | Yes | |||
Direct Obligations of the Governments of Canada, Japan, Germany, France or Italy
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Yes | Yes | No | |||
Money Market Instruments/Commodities/Currency
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Bankers Acceptances
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No | No | No | |||
Bank Certificates of Deposit
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No | No | No | |||
Brokerage Certificates of Deposit
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Yes | Yes | No | |||
Commercial Paper
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No | No | No | |||
High Quality Short-Term Debt Instruments
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No | No | No | |||
Repurchase Agreements
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No | No | No | |||
Money Market Funds (including Money Market Affiliated Mutual Funds )
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No | No | No | |||
Physical Commodities and Options and Futures on Commodities (not commodity ETFs or closed-end funds)
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No | No | No | |||
Foreign and Domestic Currency Holdings/ Transactions (including currency options and futures)
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No | No | No |
Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
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Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
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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? |
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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 |
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Issuer Event Transactions / Automatic Investment Plans | ||||||
Dividend Reinvestment Plan Automatic Transactions
|
Yes
|
No
|
No
|
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Issuer Direct Stock Plan Automatic Transactions
|
Yes
|
No
|
No
|
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Issuer Direct Stock Plan Non-Automatic Transactions (discretionary transactions)
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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/rebalanc es (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/rebalanc es (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. |
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Complete definitions for italicized terms may be found in APPENDIX A of the Code. |
26 |