As filed with the Securities and Exchange Commission on May 4, 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. 324 | ☒ |
and/or | ||||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
Amendment No. 328 | ☒ |
(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: May 17, 2018
It is proposed that this filing will become effective (check appropriate box)
☐ | Immediately upon filing pursuant to paragraph (b) |
☒ | On May 7, 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 Multi-Manager International Equity Strategies 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in the Registrants Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.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 | |
Institutional (Class Inst) | CMIEX |
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2 | Prospectus 2018 |
Shareholder Fees (fees paid directly from your investment) | |
Class Inst | |
Maximum sales charge (load) imposed on purchases (as a % of offering price) | None |
Maximum deferred sales charge (load) imposed on redemptions (as a % of the lower of the original purchase price or current net asset value) | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class Inst | |
Management fees | 0.82% |
Distribution and/or service (12b-1) fees | 0.00% |
Other expenses (a) | 0.27% |
Total annual Fund operating expenses | 1.09% |
Less: Fee waivers and/or expense reimbursements (b) | (0.02%) |
Total annual Fund operating expenses after fee waivers and/or expense reimbursements | 1.07% |
(a) | Other expenses are based on estimated amounts for the Fund’s current fiscal year. |
(b) | Columbia Management Investment Advisers, LLC and certain of its affiliates have contractually agreed to waive fees and/or to reimburse expenses (excluding transaction costs and certain other investment related expenses, interest, taxes, acquired fund fees and expenses, and infrequent and/or unusual expenses) through December 31, 2019, unless sooner terminated at the sole discretion of the Fund’s Board of Trustees. Under this agreement, the Fund’s net operating expenses, subject to applicable exclusions, will not exceed the annual rate of 1.07% for Class Inst. |
■ | you invest $10,000 in the Fund 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. |
1 year | 3 years | |
Class Inst (whether or not shares are redeemed) | $109 | $345 |
Prospectus 2018 | 3 |
4 | Prospectus 2018 |
Prospectus 2018 | 5 |
6 | Prospectus 2018 |
Prospectus 2018 | 7 |
8 | Prospectus 2018 |
Prospectus 2018 | 9 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Peter Rathjens, Ph.D. | Partner and Chief Investment Officer of Arrowstreet | Co-Portfolio Manager | May 2018 | |||
John Capeci, Ph.D. | Partner and Portfolio Manager of Arrowstreet | Co-Portfolio Manager | May 2018 | |||
Tuomo Vuolteenaho, Ph.D. | Partner and Co-Head of Research of Arrowstreet | Co-Portfolio Manager | May 2018 | |||
Manolis Liodakis, Ph.D., M.B.A. | Partner and Head of Portfolio Management of Arrowstreet | Co-Portfolio Manager | May 2018 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Jonathan Bates | Investment Manager, and Partner of Baillie Gifford & Co. | Co-Portfolio Manager | May 2018 | |||
Donald Farquharson, CFA | Investment Manager, and Partner of Baillie Gifford & Co. | Co-Portfolio Manager | May 2018 | |||
Angus Franklin | Investment Manager, and Partner of Baillie Gifford & Co. | Co-Portfolio Manager | May 2018 | |||
Andrew Stobart | Investment Manager of Baillie Gifford | Co-Portfolio Manager | May 2018 | |||
Andrew Strathdee, Ph.D. | Investment Manager of Baillie Gifford | Co-Portfolio Manager | May 2018 | |||
Jenny Tabberer | Investment Manager of Baillie Gifford | Co-Portfolio Manager | May 2018 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Sarah Ketterer, M.B.A. | Chief Executive Officer and Portfolio Manager of Causeway | Co-Lead Portfolio Manager | May 2018 | |||
Harry Hartford | President and Portfolio Manager of Causeway | Co-Lead Portfolio Manager | May 2018 | |||
James Doyle, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Conor Muldoon, CFA, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 |
10 | Prospectus 2018 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Alessandro Valentini, CFA, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Jonathan Eng, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Foster Corwith, CFA, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Ellen Lee, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 |
Prospectus 2018 | 11 |
12 | Prospectus 2018 |
■ | Direct Effects: characteristics of the company itself; and |
■ | Indirect Effects: characteristics of: |
■ | other companies that are related, according to our proprietary linkage model, to the company in question; |
■ | companies that are linked by virtue of common country and sector affiliation (called country/sector baskets); |
■ | companies that are linked by virtue of common country affiliation; and |
■ | companies that are linked by virtue of common global sector affiliation. |
■ | the opportunity for an issuer to deliver superior returns; |
■ | the ability of the issuer to execute on that opportunity; and |
■ | the current market valuation of the issuer. |
Prospectus 2018 | 13 |
■ | Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector |
■ | High yield (percentage rate of return paid on a stock in dividends and share repurchase) relative to the market |
■ | Low price-to-book value ratio (stock price divided by book value per share) relative to the market |
■ | Low price-to-cash flow ratio (stock price divided by net income plus noncash charges per share) relative to the market |
■ | Financial strength |
14 | Prospectus 2018 |
Prospectus 2018 | 15 |
■ | 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). 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. Forward foreign currency contracts that settle net in cash are also considered to be swap agreements under applicable U.S. law and references to forward contracts in the prospectus also include currency swap contracts. |
16 | Prospectus 2018 |
■ | 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. |
Prospectus 2018 | 17 |
18 | Prospectus 2018 |
Prospectus 2018 | 19 |
20 | Prospectus 2018 |
Prospectus 2018 | 21 |
22 | Prospectus 2018 |
Prospectus 2018 | 23 |
24 | Prospectus 2018 |
Multi-Manager International Equity Strategies Fund | |
Class Inst | 1.07% |
Prospectus 2018 | 25 |
26 | Prospectus 2018 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Peter Rathjens, Ph.D. | Partner and Chief Investment Officer of Arrowstreet | Co-Portfolio Manager | May 2018 | |||
John Capeci, Ph.D. | Partner and Portfolio Manager of Arrowstreet | Co-Portfolio Manager | May 2018 | |||
Tuomo Vuolteenaho, Ph.D. | Partner and Co-Head of Research of Arrowstreet | Co-Portfolio Manager | May 2018 |
Prospectus 2018 | 27 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Manolis Liodakis, Ph.D., M.B.A. | Partner and Head of Portfolio Management of Arrowstreet | Co-Portfolio Manager | May 2018 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Jonathan Bates | Investment Manager, and Partner of Baillie Gifford & Co. | Co-Portfolio Manager | May 2018 | |||
Donald Farquharson, CFA | Investment Manager, and Partner of Baillie Gifford & Co. | Co-Portfolio Manager | May 2018 | |||
Angus Franklin | Investment Manager, and Partner of Baillie Gifford & Co. | Co-Portfolio Manager | May 2018 | |||
Andrew Stobart | Investment Manager of Baillie Gifford | Co-Portfolio Manager | May 2018 | |||
Andrew Strathdee, Ph.D. | Investment Manager of Baillie Gifford | Co-Portfolio Manager | May 2018 | |||
Jenny Tabberer | Investment Manager of Baillie Gifford | Co-Portfolio Manager | May 2018 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Sarah Ketterer, M.B.A. | Chief Executive Officer and Portfolio Manager of Causeway | Co-Lead Portfolio Manager | May 2018 | |||
Harry Hartford | President and Portfolio Manager of Causeway | Co-Lead Portfolio Manager | May 2018 | |||
James Doyle, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Conor Muldoon, CFA, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Alessandro Valentini, CFA, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Jonathan Eng, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Foster Corwith, CFA, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 | |||
Ellen Lee, M.B.A. | Portfolio Manager of Causeway | Portfolio Manager | May 2018 |
28 | Prospectus 2018 |
Prospectus 2018 | 29 |
■ | compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares; |
■ | the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
■ | separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates; |
■ | regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them; |
■ | 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. |
30 | Prospectus 2018 |
Prospectus 2018 | 31 |
Eligible
Investors
and Minimum Initial Investments (a) |
Investment
Limits |
Conversion
Features |
Front-End
Sales Charges |
Contingent
Deferred Sales Charges (CDSCs) |
Maximum
Distribution and Service Fees |
Class A shares of the Fund are available only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial or its affiliates. Eligible investors are subject to a minimum initial investment requirement of $100. | None | None | None | None |
0.25%
distribution
and/or service fees |
Class Inst shares of the Fund are available only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial or its affiliates. Eligible investors are subject to a minimum initial investment requirement of $100. | None | None | None | None | None |
(a) | See Buying, Selling and Exchanging Shares — Transaction Rules and Policies for more details on the eligible investors and minimum initial and subsequent investment and account balance requirements. |
Distribution
Fee |
Service
Fee |
Combined
Total |
|
Class A | up to 0.25% | up to 0.25% | 0.25% |
Class Inst | none | none | none |
32 | Prospectus 2018 |
Prospectus 2018 | 33 |
34 | Prospectus 2018 |
Prospectus 2018 | 35 |
36 | 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; |
■ | increased taxable gains to the Fund's remaining shareholders resulting from the need to sell securities to meet sell orders; and |
■ | increased brokerage and administrative costs. |
Prospectus 2018 | 37 |
38 | Prospectus 2018 |
■ | Once the Transfer Agent or your financial intermediary receives your buy order in “good form,” your purchase will be made at the next calculated public offering price per share, which is the net asset value per share plus any sales charge that applies (i.e., the trade date). |
■ | You generally buy shares of Multi-Manager Strategies Funds at net asset value per share because no front-end sales charge applies to purchases of shares of Multi-Manager Strategies Funds. |
■ | 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 | 39 |
■ | Once the Transfer Agent or your financial intermediary receives your redemption order in “good form,” your shares will be sold at the next calculated NAV per share (i.e., the trade date). |
■ | 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. |
40 | Prospectus 2018 |
■ | 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. |
■ | Exchanges are made at the NAV next calculated 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. |
■ | 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. |
■ | You may only exchange shares of a Multi-Manager Strategies Fund for the same class of shares of another Multi-Manager Strategies Fund. |
Prospectus 2018 | 41 |
■ | 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 | Annually |
Distributions | Annually |
42 | 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 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. |
Prospectus 2018 | 43 |
■ | 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. |
44 | Prospectus 2018 |
Prospectus 2018 | 45 |
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 International Equity Strategies Fund | ||
Class Inst: CMIEX | ||
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. |
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2 |
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S-1 |
Statement of Additional Information – May 7, 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 |
Arrowstreet | Arrowstreet Capital, Limited Partnership |
Statement of Additional Information – May 7, 2018 | 2 |
Baillie Gifford | Baillie Gifford Overseas Limited |
Bank of America | Bank of America Corporation |
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. |
Causeway | Causeway Capital Management LLC |
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 |
Statement of Additional Information – May 7, 2018 | 3 |
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 |
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 International Equity 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 7, 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 7, 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 7, 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 International Equity Strategies Fund | MM International Equity 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 7, 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 7, 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 International Equity Strategies Fund | August 31 | 5/7/2018 | 5/17/2018 † | 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 |
Statement of Additional Information – May 7, 2018 | 9 |
Fund | Effective Date of Name Change | Previous Fund Name |
AMT-Free MA Intermediate Muni Bond Fund | July 7, 2014 | Columbia Massachusetts Intermediate Municipal Bond Fund |
AMT-Free NY Intermediate Muni Bond Fund | July 7, 2014 | Columbia New York Intermediate Municipal Bond Fund |
AMT-Free OR Intermediate Muni Bond Fund | July 7, 2014 | Columbia Oregon Intermediate Municipal Bond Fund |
Disciplined Small Core Fund | April 18, 2016 | Columbia Small Cap Core Fund |
Global 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 7, 2018 | 10 |
Statement of Additional Information – May 7, 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 7, 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. |
C5 – | 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. |
* | 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. |
Statement of Additional Information – May 7, 2018 | 13 |
D. | Concentration* |
D1 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
D2 – | The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief; and (iii) under normal market conditions, the Fund will invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the energy and other natural resources groups of industries. (a) |
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 |
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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 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. |
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E7 – | Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of companies principally engaged in the real estate industry, including REITs. |
E8 – | Under normal circumstances, the Fund invests at least 80% of its total assets in tax-exempt bonds. |
E9 – | Under normal circumstances, the Fund invests at least 80% of net assets in equity securities (including, but not limited to, common stocks, preferred stocks and securities convertible into common or preferred stocks) of technology companies that may benefit from technological improvements, advancements or developments. |
F. | Act as an underwriter |
F1 – | The Fund may not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer thereof in accordance with the Fund’s investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
F2 – | The Fund will not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer where the Fund later resells such securities. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
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. |
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■ | 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. |
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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 | • | • | • | • | • |
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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. Forward foreign currency contracts that settle net in cash are also considered to be swap agreements under applicable U.S. law and references to forward contracts in the prospectus also include currency swap contracts. |
■ | 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 |
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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 7, 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 7, 2018 | 88 |
Fund |
Assets
(millions) |
Annual
rate at
each asset level |
Management
Agreement
Effective Date |
MM International Equity Strategies Fund | $0 - $500 | 0.870% | 3/7/2018 |
>$500 - $1,000 | 0.820% | ||
>$1,000 - $1,500 | 0.770% | ||
>$1,500 - $3,000 | 0.720% | ||
>$3,000 - $6,000 | 0.700% | ||
>$6,000 - $12,000 | 0.680% | ||
>$12,000 | 0.670% | ||
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 7, 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 7, 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 7, 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 International Equity Strategies Fund (b) | N/A | N/A | 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 7, 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 7, 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 7, 2018 | 94 |
Statement of Additional Information – May 7, 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 International Equity Strategies Fund |
Arrowstreet
(since commencement of operations) |
O | 0.65% on the first $100 million declining to 0.38% as assets increase |
Baillie
Gifford
(since commencement of operations) |
P | 0.60% on the first $25 million declining to 0.25% as assets increase | |
Causeway
(since commencement of operations) |
Q | 0.40% on the first $500 million declining to 0.35% as assets increase | |
Threadneedle
(since commencement of operations) |
A | 0.336% for all assets | |
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 7, 2018 | 96 |
Statement of Additional Information – May 7, 2018 | 97 |
(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 7, 2018 | 98 |
Statement of Additional Information – May 7, 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 2040 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 | |||
Alexander Wilkinson (e) |
2
RICs
1 other account |
$351.82
million
$0.004 million |
None | None | |||
Adaptive Retirement 2045 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 | |||
Alexander Wilkinson (k) |
9
RICs
1 other account |
$390.94
million
$0.008 million |
None | None | |||
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 | |||
Alexander 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 | |||
Alexander 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 | |||
Alexander Wilkinson (e) |
2
RICs
1 other account |
$351.82
million
$0.004 million |
None | None |
Statement of Additional Information – May 7, 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 7, 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 | |||
Alexander 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 | |||
Alexander 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 7, 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 7, 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 | |||
Alexander Wilkinson |
1
RIC
2 other accounts |
$272.95
million
$4,163.00 |
None | None |
Statement of Additional Information – May 7, 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 (p) |
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)(n) $10,001 – $50,000 (b) |
Columbia
Management |
Columbia
Management |
Catherine Stienstra (q) |
6
RICs
2 PIVs 3 other accounts |
$4.51
billion
$1.71 billion $0.55 million |
None | None | |||
U.S.
Social
Bond Fund |
Chad Farrington |
2
RICs
10 other accounts |
$1.78
billion
$175.43 million |
None |
$10,001
–
$50,000 (b) |
Columbia
Management |
Columbia
Management |
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 7, 2018 | 105 |
Statement of Additional Information – May 7, 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 7, 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 7, 2018 | 108 |
Statement of Additional Information – May 7, 2018 | 109 |
Statement of Additional Information – May 7, 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
Intl Equity Strategies Fund (continued) |
Causeway:
Sarah Ketterer (l) |
16
RICs
22 PIVs 124 other accounts |
$17.71
billion
$6.05 billion $25.96 billion |
6
other accounts
($1.51 B) |
None |
Causeway |
Causeway |
Harry Hartford (l) |
16
RICs
22 PIVs 102 other accounts |
$17.71
billion
$6.05 billion $25.87 billion |
6
other accounts
($1.51 B) |
None | |||
James Doyle (l) |
16
RICs
22 PIVs 102 other accounts |
$17.71
billion
$6.05 billion $25.87 billion |
6
other accounts
($1.51 B) |
None | |||
Conor Muldoon (l) |
16
RICs
22 PIVs 104 other accounts |
$17.71
billion
$6.05 billion $25.87 billion |
6
other accounts
($1.51 B) |
None | |||
Alessandro Valentini (l) |
16
RICs
22 PIVs 98 other accounts |
$17.71
billion
$6.05 billion $25.86 billion |
6
other accounts
($1.51 B) |
None | |||
Jonathan Eng (l) |
16
RICs
22 PIVs 99 other accounts |
$17.71
billion
$6.05 billion $25.87 billion |
6
other accounts
($1.51 B) |
None | |||
Foster Corwith (l) |
16
RICs
22 PIVs 97 other accounts |
$17.71
billion
$6.05 billion $25.87 billion |
6
other accounts
($1.51 B) |
None | |||
Ellen Lee (l) |
16
RICs
22 PIVs 97 other accounts |
$17.71
billion
$6.05 billion $25.86 billion |
6
other accounts
($1.51 B) |
None |
Statement of Additional Information – May 7, 2018 | 111 |
Statement of Additional Information – May 7, 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** |
|||
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 7, 2018 | 113 |
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)(o) $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)(o) |
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 7, 2018 | 114 |
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 7, 2018 | 115 |
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 7, 2018 | 116 |
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. |
Arrowstreet: Arrowstreet offers institutional investors a select range of equity investment strategies: long-only, alpha extension and long/short. |
Arrowstreet’s investment strategies are managed by a cohesive investment team. Individual strategies are not managed by individual investment professionals but rather all strategies are managed by the same team of investment professionals. This team approach to trading is designed to ensure that all research ideas and opinions are shared at the same time among all accounts without systematically favoring any one account over another. Arrowstreet manages a large number of client accounts and, as a result, potential conflicts of interest may arise from time to time. As a result, Arrowstreet has established a number of policies and procedures designed to mitigate and/or eliminate potential conflicts. Arrowstreet has established policies and procedures with respect to trade execution, aggregation and allocation. In addition, Arrowstreet maintains a comprehensive code of ethics addressing potential conflicts that could arise between Arrowstreet and its employees and its clients. |
Arrowstreet believes that its policies and procedures are reasonably designed to address potential conflicts of interest. |
Baillie Gifford : In addition to managing the Funds, individual portfolio managers are commonly responsible for managing other registered investment companies, other pooled investment vehicles and/or other accounts. These other accounts may have similar investment strategies to the Funds. Potential conflicts between the portfolio management of the Funds and the |
Statement of Additional Information – May 7, 2018 | 117 |
portfolio manager’s other accounts are managed by the Manager using allocation policies and procedures, and internal review processes. The Manager has developed trade allocation systems and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities. |
BMO: A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Fund, which may have different investment guidelines and objectives. In addition to the Fund, these accounts may include other mutual funds managed on an advisory or subadvisory basis, separate accounts, and collective trust accounts. An investment opportunity may be suitable for a Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by a Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Fund, they may track the same benchmarks or indexes as the Fund tracks, and they may sell securities that are eligible to be held, sold or purchased by the Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager also may manage accounts whose investment objectives and policies differ from those of the Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including a Fund. |
To address and manage these potential conflicts of interest, BMO has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices, and oversight by investment management, and/or compliance departments. |
Boston Partners: Boston Partners owes its clients a duty of loyalty and monitors situations in which the interests of its advisory clients may be in conflict with its own interests. Boston Partners identifies business practices that may cause a conflict of interest between it and its clients, discloses such conflicts of interest to clients and develops reasonable procedures to mitigate such conflicts. |
Boston Partners has identified the following potential conflicts of interest and the measures it uses to address these matters: |
Equitable
Treatment of Accounts
Boston Partners recognizes that potential conflicts may arise from the side-by-side management of registered investment companies and “investment accounts,” which include privately offered funds and separately managed accounts of individuals and institutional investors. Where Boston Partners’ separately managed accounts are charged performance fees, portfolio managers may be inclined to take investment risks that are outside the scope of such client’s investment objectives and strategy. In addition, since Boston Partners’ private investment funds charge performance fees and share those fees with portfolio managers, such portfolio managers may also be inclined to take additional investment risks. Boston Partners maintains a Trade Allocation and Aggregation Policy as well as a Simultaneous Management Policy to ensure that client accounts are treated equitably. The 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. |
Statement of Additional Information – May 7, 2018 | 118 |
Directed
Brokerage
Boston Partners faces an inherent conflict since it is in a position to direct client transactions to a broker or dealer in exchange for distribution capacity. Boston Partners maintains policies which prohibit its traders from considering a broker-dealer’s distribution capacity for promoting or selling Boston Partners’ separate account services, mutual funds, or proprietary funds (collectively “Boston Partners’ Services”) during the broker selection process. Nor will Boston Partners compensate any broker either directly or indirectly by directing brokerage transactions to that broker for consideration in selling Boston Partners’ Services. |
Mixed Use
Allocations and Use of Soft Dollars to Benefit Adviser
Soft dollar services which have a “mixed use” allocation present a conflict of interest when determining the allocation between those services that primarily benefit Boston Partners’ clients and those that primarily benefit Boston Partners. In addition, a conflict of interest exists when Boston Partners uses soft dollars to pay expenses that would normally be paid by Boston Partners. Boston Partners has developed soft dollar policies which require it to make a good faith allocation of “mixed use” services and to document its analysis. In addition, the CD reviews all requests for soft dollars to ensure inclusion under the safe harbor of Section 28 (e) of the Securities Exchange Act of 1934 (the “Exchange Act”). |
Trade Errors
A conflict arises when an investment adviser requests a broker/dealer to absorb the cost of a trade error in return for increased trading and/or commissions. Boston Partners prohibits correcting a trade error for any quid pro quo with a broker and has procedures for the proper correction of trade errors. |
Principal
Transactions
A principal transaction occurs when an investment adviser, acting for the account of itself or an affiliate buys a security from, or sells a security to a client. An inherent conflict of interest exists since an adviser has an opportunity to transfer unwanted securities from its account to a client's account, sell securities to a client’s account at prices above the market, or transfer more favorably priced securities from a client account to its account. Boston Partners generally does not permit the selling of a security from one client account and the purchasing of the same security in another client account if Boston Partners has a principal interest in one of the accounts at the time of the transaction. Additionally, Boston Partners requires that clients give consent by signing subscription agreements to purchase a pooled investment vehicle in which Boston Partners or a related entity has an interest. |
Cross Trades
Cross transactions between clients create an inherent conflict of interest because Boston Partners has a duty to obtain the most favorable price for both the selling client and the purchasing client. Boston Partners generally does not engage in cross trading, however Boston Partners has procedures to ensure that any cross trade is in the best interests of all clients. |
Affiliated
Investments
Potential conflicts exist if Boston Partners directs client investments into affiliated vehicles in order to increase the size of these vehicles and thereby increase its compensation by (a) lowering overall expenses of the vehicle, some of which Boston Partners may have responsibility for; (b) permitting greater marketing of the vehicle which will generate greater fee revenue for Boston Partners; or (c) allowing Boston Partners or an affiliate to redeem its investment capital in such vehicle. To mitigate any detriment to the client, Boston Partners has product suitability procedures and will obtain a client’s consent prior to investing client assets in an affiliated vehicle. |
Proprietary
Trading Opportunities
Employees are in a position to take investment opportunities for themselves or Boston Partners before such opportunities are executed on behalf of clients. Employees have a duty to advance Boston Partners’ client interests before Boston Partners 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 |
Statement of Additional Information – May 7, 2018 | 119 |
securities in a similar sector to the extent such information is known about Boston Partners’ holdings. Boston Partners has policies prohibiting discussion of client investments for non-business purposes and has outlined permissible activities as well as certain other prohibitions when sourcing investment ideas for business purposes. |
Value-Added
Investors
A senior executive from a public company or a private company that is a hedge fund, broker-dealer, investment adviser, or investment bank, (collectively “VAIs”), may invest in Boston Partners’ private funds. A conflict exists if Boston Partners invests in companies affiliated with a VAI or if a VAI who works at a private company provide material non-public information to Boston Partners or vice versa. Both of these conflicts raise issues with respect to information sharing. Boston Partners has procedures to: i) identify these individuals through its annual outside businesses questionnaire, its annual compliance questionnaire, review of new account start-up documents, and its 5130 and 5131 questionnaires, and ii) monitor conflicts these persons present through its pre-trade compliance system and/or email surveillance. |
Selective
Disclosure
Selective disclosure occurs when material information is given to a single investor, or a limited group of investors, and not to all investors at the same time. This practice may allow one set of investors to profit on undisclosed information prior to giving others the same opportunity. In order to prevent this conflict of interest, Boston Partners has procedures regarding the dissemination of account holdings. |
Valuation of
Client Accounts
Because Boston Partners calculates its own advisory fees, it has an incentive to over-value such accounts to either increase the fees payable by the client, or to conceal poor performance for an incentive fee. Boston Partners has several safeguards in place to mitigate this conflict. Boston Partners has a policy for the valuation of securities. Boston Partners’ Operations Department 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 |
Statement of Additional Information – May 7, 2018 | 120 |
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. |
Causeway: The portfolio managers also manage their own personal accounts and other accounts, including accounts for corporations, pension plans, public retirement plans, sovereign wealth funds, superannuation funds, Taft-Hartley pension plans, endowments and foundations, mutual funds and other collective investment vehicles, charities, private trusts and funds, wrap fee programs, and other institutions (collectively, “Other Accounts”). In managing certain of the Other Accounts, the portfolio managers employ investment strategies similar to those used in managing the Fund, subject to certain variations in investment restrictions. The portfolio managers purchase and sell securities for the Fund that they also recommend to Other Accounts. The portfolio managers at times give advice or take action with respect to certain accounts that differs from the advice given other accounts with similar investment strategies. Certain of the Other Accounts may pay higher or lower management fee rates than the Fund or pay performance-based fees to Causeway. All of the portfolio managers have personal investments in one or more mutual funds sponsored and managed by Causeway. Ms. Ketterer and Mr. Hartford each holds (through estate planning vehicles) a controlling voting interest in Causeway’s parent holding company and Messrs. Doyle, Eng, Muldoon, Corwith and Valentini, and Ms. Lee (directly or through estate planning vehicles) have minority ownership interests in Causeway’s parent holding company. | |
Actual or potential conflicts of interest arise from the portfolio managers’ management responsibilities with respect to the Other Accounts and their own personal accounts. These responsibilities may cause portfolio managers to devote unequal time and attention across client accounts and the differing fees, incentives and relationships with the various accounts provide incentives to favor certain accounts. Causeway has written compliance policies and procedures designed to mitigate or manage these conflicts of interest. These include policies and procedures to seek fair and equitable allocation of investment opportunities (including IPOs and new issues) and trade allocations among all client accounts and policies and procedures concerning the disclosure and use of portfolio transaction information. Causeway also has a Code of Ethics which, among other things, limits personal trading by portfolio managers and other employees of Causeway. There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises. |
Columbia Management: Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The Investment Manager and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below. | |
The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the funds. | |
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those Funds and/or accounts. The effects of this potential conflict may be more pronounced where Funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the Investment Manager’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. The Investment Manager and its Participating Affiliates (including Threadneedle) may coordinate their trading operations for certain types of securities and transactions pursuant to personnel-sharing agreements or similar intercompany arrangements. However, typically the Investment Manager does not coordinate trading activities with a Participating Affiliate with respect to accounts of that Participating Affiliate unless such Participating Affiliate is also providing trading services for accounts managed by the Investment Manager. Similarly, a Participating Affiliate typically does not coordinate trading activities with the Investment Manager with respect to accounts of the Investment Manager unless the Investment Manager is also providing trading |
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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. |
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 |
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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. | |
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 managed by Columbia WAM. |
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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. | |
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. |
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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 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 |
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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 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. |
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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. | |
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. |
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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 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. |
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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. | |
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. |
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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. | |
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). |
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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 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 |
Statement of Additional Information – May 7, 2018 | 131 |
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 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. |
Arrowstreet : Arrowstreet’s compensation system is designed to attract, motivate and retain talented professionals. Arrowstreet’s compensation structure for investment professionals consists of a competitive base salary and bonus. Bonuses are paid on an annual basis. Bonus targets are set for each individual at each review period, typically the start of every year. |
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Baillie Gifford: Compensation arrangements within the Manager vary depending upon whether the individual is an employee or partner of Baillie Gifford & Co. | |
Employees of Baillie Gifford & Co. | |
A portfolio manager’s compensation generally consists of: | |
— base salary; | |
— a company-wide all staff bonus; | |
— a performance related bonus; and | |
— the standard retirement benefits and health and welfare benefits available to all Baillie Gifford & Co. employees | |
A portfolio manager’s base salary is determined by the manager’s experience and performance in the role, taking into | |
account the ongoing compensation benchmark analyses, and is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs. | |
A portfolio manager’s performance related bonus is determined by team and individual performance. Team performance will generally be measured on investment performance over a three or five year basis and is based on performance targets that are set and reviewed annually by the Chief of Investment Staff. | |
Individual performance will be determined by the individual’s line manager at the annual appraisal at which staff are assessed against key competencies and pre-agreed objectives. The bonus is paid on an annual basis. | |
A proportion of the performance related bonus is mandatorily deferred. Currently recipients defer between 20% and 40% of their performance related bonus. Awards will be deferred over a period of three years and will be invested in a range of funds managed by the Baillie Gifford Group. | |
Partners of Baillie Gifford & Co. | |
Jonathan Bates, Angus Franklin and Donald Farquharson are partners of Baillie Gifford & Co. | |
The remuneration of Baillie Gifford & Co. partners comprises Baillie Gifford & Co. partnership profits, which are | |
distributed as: | |
— base salary; and | |
— a share of the partnership profits. | |
The profit share is calculated as a percentage of total partnership profits based on seniority and role within Baillie Gifford & Co. The basis for the profit share is detailed in the Baillie Gifford & Co. Partnership Agreement. | |
The main staff benefits such as pension schemes are not available to partners and therefore partners provide for benefits from their own personal funds. Partners in their first few years additionally receive a bonus. The | |
bonuses are calculated in the same way as those for staff but exclude the deferred element. A proportion of the bonus paid will be retained to be used to buy capital shares in the partnership. |
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. |
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Causeway : Ms. Ketterer and Mr. Hartford, the chief executive officer and president of Causeway, respectively, receive annual salary and are entitled, as controlling owners of the firm’s parent holding company, to distributions of the holding company’s profits based on their ownership interests. They do not receive incentive compensation. The other portfolio managers receive salary and may receive incentive compensation (including potential cash, awards of growth units, or awards of equity units). Portfolio managers also receive, directly or through estate planning vehicles, distributions of profits based on their minority ownership interests in the firm’s parent holding company. Causeway’s Operating Committee, weighing a variety of objective and subjective factors, determines salary and incentive compensation and, subject to approval of the holding company’s Board of Managers, may award equity units. Portfolios are team-managed and salary and incentive compensation are not based on the specific performance the Fund or any single client account managed by Causeway. The performance of stocks selected for Fund and client portfolios within a particular industry or sector over a multi-year period relative to appropriate benchmarks will be relevant for portfolio managers assigned to that industry or sector. Causeway takes into account both quantitative and qualitative factors when determining the amount of incentive compensation awarded, including the following factors: individual research contribution, portfolio and team management contribution, group research contribution, and client service and recruiting contribution. |
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. | |
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. |
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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. |
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. |
Statement of Additional Information – May 7, 2018 | 135 |
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. | |
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. |
Statement of Additional Information – May 7, 2018 | 136 |
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. | |
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. |
Statement of Additional Information – May 7, 2018 | 137 |
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. | |
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. |
Statement of Additional Information – May 7, 2018 | 138 |
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 7, 2018 | 139 |
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 7, 2018 | 140 |
Administrative Services Fees | |||
2017 | 2016 | 2015 | |
Multi-Asset Income Fund | N/A | $18,480 | $4,748 (b) |
Small Cap Value Fund I | N/A | 243,472 | 930,547 |
Total Return Bond Fund | N/A | 705,786 | 2,202,786 |
U.S. Treasury Index Fund | N/A | 403,250 | 976,955 |
For Funds with fiscal period ending May 31 | |||
Adaptive Risk Allocation Fund | N/A | 88,584 | 149,017 |
Alternative Beta Fund | N/A | 48,241 | 43,808 (c) |
Diversified Absolute Return Fund | N/A | 29,280 | 23,286 (d) |
Dividend Income Fund | N/A | 1,293,409 | 3,998,779 |
HY Municipal Fund | N/A | 192,012 | 542,532 |
For Funds with fiscal period ending July 31 | |||
AMT-Free OR Intermediate Muni Bond Fund | N/A | 101,527 | 305,465 |
Large Cap Growth Fund | N/A | 584,102 | 1,688,311 |
Tax-Exempt Fund | N/A | 815,484 | 2,394,304 |
U.S. Social Bond Fund | N/A | 4,699 | 3,773 (e) |
Ultra Short Term Bond Fund (f) | N/A | 0 | 0 |
For Funds with fiscal period ending August 31 | |||
Balanced Fund | N/A | 605,430 | 1,412,144 |
Contrarian Core Fund | N/A | 1,004,339 | 2,679,269 |
Disciplined Small Core Fund | N/A | 131,266 | 727,538 |
Emerging Markets Fund | N/A | 292,437 | 1,140,095 |
Global Dividend Opportunity Fund | N/A | 139,005 | 490,647 |
Global Energy and Natural Resources Fund | N/A | 48,280 | 181,053 |
Global Technology Growth Fund | N/A | 0 | 0 |
Greater China Fund | N/A | 37,315 | 117,428 |
Mid Cap Growth Fund | N/A | 365,736 | 1,201,473 |
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. |
Statement of Additional Information – May 7, 2018 | 141 |
(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 7, 2018 | 142 |
Sales Charges Paid to Distributor |
Amount
Retained by Distributor
After Paying Commissions |
|||||
Fund | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 |
Select Large Cap Growth Fund | $322,479 | $1,022,570 | $1,136,315 | $90,630 | $164,470 | $234,232 |
Solutions Aggressive Portfolio (b) | N/A | N/A | N/A | N/A | N/A | N/A |
Solutions Conservative Portfolio (b) | N/A | N/A | N/A | N/A | N/A | N/A |
For Funds with fiscal period ending April 30 | ||||||
Bond Fund | 83,097 | 67,551 | 42,181 | 13,879 | 11,628 | 6,802 |
Corporate Income Fund | 77,712 | 36,891 | 80,500 | 11,948 | 6,685 | 12,942 |
MM Directional Alternative Strategies Fund | 0 (d) | N/A | N/A | 0 (d) | N/A | N/A |
Multi-Asset Income Fund | 3,509 | 471 | 0 (e) | 964 | 71 | 0 (e) |
Small Cap Value Fund I | 131,831 | 57,953 | 33,869 | 18,936 | 8,670 | 6,117 |
Total Return Bond Fund | 274,811 | 240,913 | 279,465 | 42,933 | 38,295 | 47,107 |
U.S. Treasury Index Fund | 14,460 | 2,677 | 14,959 | 14,460 | 2,677 | 3,658 |
For Funds with fiscal period ending May 31 | ||||||
Adaptive Risk Allocation Fund | 824,604 | 368,923 | 616,767 | 130,410 | 75,668 | 89,399 |
Alternative Beta Fund | 18,446 | 48,909 | 9,733 (f) | 4,827 | 7,683 | 1,415 (f) |
Diversified Absolute Return Fund | 2,953 | 3,037 | 0 (g) | 440 | 410 | 0 (g) |
Dividend Income Fund | 3,212,909 | 1,845,108 | 1,603,065 | 515,080 | 292,895 | 263,988 |
HY Municipal Fund | 234,286 | 244,719 | 361,055 | 71,094 | 46,510 | 58,286 |
For Funds with fiscal period ending July 31 | ||||||
AMT-Free OR Intermediate Muni Bond Fund | 90,822 | 94,063 | 72,678 | 34,931 | 15,790 | 11,662 |
Large Cap Growth Fund | 661,707 | 1,084,362 | 1,005,649 | 106,233 | 173,619 | 150,091 |
Tax-Exempt Fund | 964,733 | 1,261,223 | 1,557,740 | 165,347 | 206,688 | 239,816 |
U.S. Social Bond Fund | 32,350 | 11,261 | 0 (h) | 5,010 | 1,697 | 0 (h) |
Ultra Short Term Bond Fund | N/A | N/A | N/A | N/A | N/A | N/A |
For Funds with fiscal period ending August 31 | ||||||
Balanced Fund | 8,664,928 | 10,975,587 | 6,281,355 | 1,490,728 | 1,701,137 | 951,730 |
Contrarian Core Fund | 3,965,905 | 4,193,236 | 4,190,663 | 645,801 | 658,542 | 612,550 |
Disciplined Small Core Fund | 25,856 | 24,451 | 57,817 | 4,520 | 4,216 | 12,448 |
Emerging Markets Fund | 223,934 | 158,125 | 223,116 | 32,578 | 23,619 | 33,697 |
Global Dividend Opportunity Fund | 35,778 | 43,430 | 90,766 | 5,599 | 7,019 | 14,294 |
Global Energy and Natural Resources Fund | 92,604 | 213,270 | 319,897 | 16,283 | 32,963 | 49,263 |
Global Technology Growth Fund | 879,116 | 562,528 | 509,917 | 134,413 | 118,082 | 74,714 |
Greater China Fund | 29,426 | 27,322 | 112,545 | 5,747 | 11,040 | 21,019 |
Mid Cap Growth Fund | 217,798 | 358,920 | 317,206 | 31,978 | 54,093 | 48,677 |
MM Alternative Strategies Fund | 0 | 0 | 0 | 0 | 0 | 0 |
MM International Equity Strategies Fund (c) | N/A | N/A | N/A | N/A | N/A | N/A |
MM Small Cap Equity Strategies Fund | 0 | 0 | 0 | 0 | 0 | 0 |
MM Total Return Bond Strategies Fund | 0 | 0 | 0 | 0 | 0 | 0 |
Small Cap Growth Fund I | 66,191 | 36,703 | 29,677 | 9,736 | 5,534 | 4,679 |
Strategic Income Fund | 1,790,951 (i) | 2,239,469 | 1,355,201 | 338,759 (i) | 392,648 | 219,886 |
For Funds with fiscal period ending October 31 | ||||||
AMT-Free CT Intermediate Muni Bond Fund | 1,061 | 11,020 | 12,062 | 269 | 1,792 | 2,755 |
AMT-Free Intermediate Muni Bond Fund | 74,333 | 117,184 | 148,524 | 17,765 | 20,121 | 29,051 |
AMT-Free MA Intermediate Muni Bond Fund | 9,879 | 30,867 | 11,664 | 3,949 | 8,906 | 2,118 |
AMT-Free NY Intermediate Muni Bond Fund | 23,280 | 48,490 | 21,110 | 11,685 | 11,913 | 4,309 |
Strategic CA Municipal Income Fund | 116,611 | 148,911 | 143,676 | 38,512 | 27,312 | 23,774 |
Strategic NY Municipal Income Fund | 67,190 | 168,081 | 60,483 | 29,229 | 29,102 | 9,753 |
Statement of Additional Information – May 7, 2018 | 143 |
Sales Charges Paid to Distributor |
Amount
Retained by Distributor
After Paying Commissions |
|||||
Fund | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 |
For Funds with fiscal period ending December 31 | ||||||
Real Estate Equity Fund | $46,550 | $129,130 | $115,646 | $7,791 | $18,689 | $23,378 |
(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) |
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% |
Statement of Additional Information – May 7, 2018 | 144 |
Funds |
Class
A
Distribution Fee |
Class
A
Service Fee |
Class
A
Combined Total |
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 7, 2018 | 145 |
Statement of Additional Information – May 7, 2018 | 146 |
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 7, 2018 | 147 |
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 7, 2018 | 148 |
Statement of Additional Information – May 7, 2018 | 149 |
Statement of Additional Information – May 7, 2018 | 150 |
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 International Equity Strategies Fund | N/A (c) | N/A (c) | N/A (c) |
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. |
Fees Waived | |||
2017 | 2016 | 2015 | |
For Funds with fiscal period ending April 30 | |||
Bond Fund | $0 | $0 | $5,339 |
Corporate Income Fund | 17,580 | 19,565 | 22,458 |
Statement of Additional Information – May 7, 2018 | 151 |
(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 7, 2018 | 152 |
Statement of Additional Information – May 7, 2018 | 153 |
Statement of Additional Information – May 7, 2018 | 154 |
Statement of Additional Information – May 7, 2018 | 155 |
Statement of Additional Information – May 7, 2018 | 156 |
Statement of Additional Information – May 7, 2018 | 157 |
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 7, 2018 | 158 |
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 7, 2018 | 159 |
Statement of Additional Information – May 7, 2018 | 160 |
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 | 71 | 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 | 71 | 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 | 71 | 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) | 71 | 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 7, 2018 | 161 |
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 | 71 | 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 | 71 | 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 7, 2018 | 162 |
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. | 196 | 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 7, 2018 | 163 |
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 7, 2018 | 164 |
Statement of Additional Information – May 7, 2018 | 165 |
Statement of Additional Information – May 7, 2018 | 166 |
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 7, 2018 | 167 |
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 International Equity 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 |
Statement of Additional Information – May 7, 2018 | 168 |
Fund | Carrig | Hacker | Lukitsh | Moffett | Neuhauser | Simpson | Verville |
Strategic Income Fund | A | A | A | A | A | A | D (a) |
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 |
Statement of Additional Information – May 7, 2018 | 169 |
Fund | Connaughton | Trunow |
Mid Cap Growth Fund | A | A |
MM Alternative Strategies Fund | A | A |
MM Directional Alternative Strategies Fund | A | A |
MM Growth Strategies Fund | A | A |
MM International Equity 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 |
Statement of Additional Information – May 7, 2018 | 170 |
Fund | Truscott |
Bond Fund | A |
Contrarian Core Fund | E (a) |
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 International Equity 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 7, 2018 | 171 |
(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 7, 2018 | 172 |
Statement of Additional Information – May 7, 2018 | 173 |
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 7, 2018 | 174 |
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 International Equity Strategies Fund (l) | $441 | $565 | $435 | N/A | $446 | N/A | $441 | $453 | $435 | $329 | $329 | |
Amount Deferred | $441 | $0 | $0 | N/A | $446 | N/A | $0 | $235 | $0 | $0 | $206 | |
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 (m) | $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 |
Statement of Additional Information – May 7, 2018 | 175 |
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 | $2,239 | $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 | |
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 is expected to commence operations on or about May 17, 2018. The compensation shown for the Fund is the estimated amount that will be paid from May 17, 2018 to August 31, 2018. |
(m) | 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 7, 2018 | 176 |
Statement of Additional Information – May 7, 2018 | 177 |
Statement of Additional Information – May 7, 2018 | 178 |
Statement of Additional Information – May 7, 2018 | 179 |
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 7, 2018 | 180 |
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 International Equity Strategies Fund (c) | N/A | N/A | N/A |
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. |
Statement of Additional Information – May 7, 2018 | 181 |
(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. |
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 |
Statement of Additional Information – May 7, 2018 | 182 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
Corporate Income Fund | $0 | $0 |
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 International Equity Strategies Fund | N/A (c) | N/A (c) |
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 |
Statement of Additional Information – May 7, 2018 | 183 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
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. |
(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 7, 2018 | 184 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
Corporate Income Fund | Citigroup, Inc. | $14,171,577 |
The Goldman Sachs Group, Inc. | $11,843,271 | |
JPMorgan Chase & Co. | $10,174,710 | |
Morgan Stanley | $13,115,830 | |
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 |
Statement of Additional Information – May 7, 2018 | 185 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
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 |
For Funds with fiscal period ending July 31, 2017 | ||
AMT-Free OR Intermediate Muni Bond Fund | None | N/A |
Large Cap Growth Fund | The Goldman Sachs Group, Inc. | $40,104,459 |
Tax-Exempt Fund | None | N/A |
U.S. Social Bond Fund | None | N/A |
Ultra Short Term Bond Fund | Citigroup, Inc. | $14,112,420 |
Credit Suisse AG | $6,001,596 | |
The Goldman Sachs Group, Inc. | $13,218,790 | |
JPMorgan Chase & Co. | $16,140,000 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $5,568,485 | |
JPMBB Commercial Mortgage Securities Trust | $3,487,250 | |
Morgan Stanley | $12,093,300 | |
Morgan Stanley Bank of America Merrill Lynch Trust | $844,680 | |
PNC Bank NA | $10,438,324 | |
For Funds with fiscal period ending August 31, 2017 | ||
Balanced Fund | Citigroup, Inc. | $146,057,604 |
Credit Suisse AG | $4,715,001 | |
GS Mortgage Securities Trust | $13,135,687 | |
The Goldman Sachs Group, Inc. | $12,580,248 | |
JPMorgan Chase & Co. | $148,991,369 | |
JPMorgan Chase Commercial Mortgage Securities Trust | $1,273,722 | |
LB-UBS Commercial Mortgage Trust | $1,071,427 | |
Morgan Stanley | $72,790,009 | |
Morgan Stanley Capital I Trust | $5,997,248 | |
PNC Bank NA | $4,385,321 | |
Contrarian Core Fund | Citigroup, Inc. | $331,087,452 |
JPMorgan Chase & Co. | $334,219,617 | |
Morgan Stanley | $159,262,968 | |
Disciplined Small Core Fund | Piper Jaffray Companies | $909,380 |
Emerging Markets Fund | None | N/A |
Global Dividend Opportunity Fund | None | N/A |
Global Energy and Natural Resources Fund | None | N/A |
Global Technology Growth Fund | None | N/A |
Greater China Fund | None | N/A |
Mid Cap Growth Fund | None | N/A |
Statement of Additional Information – May 7, 2018 | 186 |
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 International Equity Strategies Fund (b) | N/A | N/A |
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 7, 2018 | 187 |
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 7, 2018 | 188 |
(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 7, 2018 | 189 |
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 7, 2018 | 190 |
■ | 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 7, 2018 | 191 |
Statement of Additional Information – May 7, 2018 | 192 |
Statement of Additional Information – May 7, 2018 | 193 |
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 7, 2018 | 194 |
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 7, 2018 | 195 |
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 7, 2018 | 196 |
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 7, 2018 | 197 |
■ | 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 7, 2018 | 198 |
■ | 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 7, 2018 | 199 |
■ | 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 7, 2018 | 200 |
Statement of Additional Information – May 7, 2018 | 201 |
Statement of Additional Information – May 7, 2018 | 202 |
Statement of Additional Information – May 7, 2018 | 203 |
Statement of Additional Information – May 7, 2018 | 204 |
Statement of Additional Information – May 7, 2018 | 205 |
Statement of Additional Information – May 7, 2018 | 206 |
Statement of Additional Information – May 7, 2018 | 207 |
Statement of Additional Information – May 7, 2018 | 208 |
Statement of Additional Information – May 7, 2018 | 209 |
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 7, 2018 | 210 |
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 7, 2018 | 211 |
Statement of Additional Information – May 7, 2018 | 212 |
Statement of Additional Information – May 7, 2018 | 213 |
Statement of Additional Information – May 7, 2018 | 214 |
Statement of Additional Information – May 7, 2018 | 215 |
Statement of Additional Information – May 7, 2018 | 216 |
Statement of Additional Information – May 7, 2018 | 217 |
Statement of Additional Information – May 7, 2018 | 218 |
Statement of Additional Information – May 7, 2018 | 219 |
Statement of Additional Information – May 7, 2018 | 220 |
Statement of Additional Information – May 7, 2018 | 221 |
Statement of Additional Information – May 7, 2018 | 222 |
Statement of Additional Information – May 7, 2018 | 223 |
Statement of Additional Information – May 7, 2018 | 224 |
Fund | Class |
Percentage
of Class
Beneficially Owned |
Adaptive Risk Allocation Fund | Class Inst2 | 8.80% |
Alternative Beta Fund | Class Inst2 | 65.62% |
MM Directional Alternative Strategies Fund | Class A | 1.63% |
Multi-Asset Income Fund | Class Inst | 49.58% |
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 7, 2018 | 225 |
Statement of Additional Information – May 7, 2018 | 226 |
Statement of Additional Information – May 7, 2018 | 227 |
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 7, 2018 | 228 |
Statement of Additional Information – May 7, 2018 | 229 |
Statement of Additional Information – May 7, 2018 | 230 |
Statement of Additional Information – May 7, 2018 | 231 |
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 7, 2018 | 232 |
Statement of Additional Information – May 7, 2018 | 233 |
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 7, 2018 | 234 |
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 7, 2018 | 235 |
Statement of Additional Information – May 7, 2018 | 236 |
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 7, 2018 | 237 |
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 7, 2018 | 238 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
RAYMOND
JAMES
FBO OMNIBUS FOR MUTUAL FUNDS 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 7, 2018 | 239 |
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 7, 2018 | 240 |
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 7, 2018 | 241 |
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 7, 2018 | 242 |
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 7, 2018 | 243 |
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 7, 2018 | 244 |
Statement of Additional Information – May 7, 2018 | 245 |
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 7, 2018 | 246 |
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 7, 2018 | 247 |
Statement of Additional Information – May 7, 2018 | 248 |
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 7, 2018 | 249 |
Statement of Additional Information – May 7, 2018 | 250 |
Statement of Additional Information – May 7, 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 | 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 7, 2018 | 252 |
Statement of Additional Information – May 7, 2018 | 253 |
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 7, 2018 | 254 |
Statement of Additional Information – May 7, 2018 | 255 |
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 7, 2018 | 256 |
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 7, 2018 | 257 |
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 7, 2018 | 258 |
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 7, 2018 | 259 |
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 7, 2018 | 260 |
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 7, 2018 | 261 |
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 7, 2018 | 262 |
Statement of Additional Information – May 7, 2018 | 263 |
Statement of Additional Information – May 7, 2018 | A-1 |
Statement of Additional Information – May 7, 2018 | A-2 |
Statement of Additional Information – May 7, 2018 | A-3 |
Statement of Additional Information – May 7, 2018 | A-4 |
Statement of Additional Information – May 7, 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 7, 2018 | B-2 |
Statement of Additional Information – May 7, 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 7, 2018 | B-4 |
Statement of Additional Information – May 7, 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 7, 2018 | B-6 |
Statement of Additional Information – May 7, 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 7, 2018 | C-1 |
Statement of Additional Information – May 7, 2018 | C-2 |
Statement of Additional Information – May 7, 2018 | C-3 |
Statement of Additional Information – May 7, 2018 | C-4 |
Statement of Additional Information – May 7, 2018 | C-5 |
Statement of Additional Information – May 7, 2018 | C-6 |
Statement of Additional Information – May 7, 2018 | C-7 |
Statement of Additional Information – May 7, 2018 | C-8 |
Statement of Additional Information – May 7, 2018 | D-1 |
Statement of Additional Information – May 7, 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 7, 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 7, 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 7, 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 May 1, 2018, to the Management Agreement between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, amended and restated as of April 25, 2016, are incorporated by reference to Post-Effective Amendment No. 76 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(1)(i)), filed on April 27, 2018. |
(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 May 1, 2018, 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. 76 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (d)(2)(i)), filed on April 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 incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(8)(iv)), filed on April 26, 2018. |
(d)(8)(v) | Form of Amendment No. 5, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is filed herewith as Exhibit (d)(8)(v) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 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)(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 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)(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 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)(ix) | 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) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Arrowstreet Capital, Limited Partnership, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is filed herewith as Exhibit (d)(18) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(d)(19) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Baillie Gifford Overseas Limited, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is filed herewith as Exhibit (d)(19) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(d)(20) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Causeway Capital Management LLC, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018, is filed herewith as Exhibit (d)(20) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(d)(21) | 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)(22) | 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)(23) | 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)(24) | 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)(25) | 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)(26) | 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 March 7, 2018, 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 filed herewith as Exhibit (e)(1)(i) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 filed herewith as Exhibit (g)(9) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 March 9, 2018, to the Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, are filed herewith as Exhibit (h)(1)(i) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(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 May 1, 2018, 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. 76 to Registration Statement No. 033-14954 of Columbia Funds Variable Insurance Trust on Form N-1A (Exhibit (h)(3)(i)), filed on April 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. |
(i)(7) | Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Diversified Real Return Fund, is incorporated by reference to Post-Effective Amendment No. 190 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(7)), filed on March 10, 2014. |
(i)(8) | Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Alternative Beta Fund and Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 219 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (j)(8)), filed on January 27, 2015. |
(i)(9) | Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund, is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(9)), filed on March 24, 2015. |
(i)(10) | Opinion of Counsel of Ropes & Gray LLP, with respect to Multi-Manager Directional Alternative Strategies Fund, is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(10)), filed on September 30, 2016. |
(i)(11) | Opinion of Counsel of Ropes & Gray LLP, with respect 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 (i)(11)), filed on October 20, 2017. |
(i)(12) | Opinion of Counsel of Ropes & Gray LLP, with respect 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. 313 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(12)), filed on January 16, 2018. |
(i)(13) | Opinion of Counsel of Ropes & Gray LLP, with respect to Multi-Manager International Equity Strategies Fund, is filed herewith as Exhibit (i)(13) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(j)(1) | Consent of Morningstar, Inc., is incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (11)(b)), filed on August 30, 1996. |
(j)(2) | Consent of PricewaterhouseCoopers LLP: Not Applicable. |
(k) | Omitted Financial Statements: Not Applicable. |
(l) | Initial Capital Agreement: Not Applicable. |
(m)(1) | Amended and Restated Distribution Plan, as of July 18, 2017, is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on July 28, 2017. |
(m)(2) | Amended and Restated Shareholder Servicing Plan, as of July 18, 2017, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on July 28, 2017. |
(m)(3) | Amended and Restated Shareholder Services Plan, as of June 14, 2017, for Registrants Class V (formerly known as Class T) shares is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(3)), filed on July 28, 2017. |
(m)(4) | Shareholder Servicing Plan Implementation Agreement, amended and restated as of June 14, 2017, for 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 incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(4)), filed on April 26, 2018. |
(p)(5) | Code of Ethics of EAM Investors, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), effective August 1, 2017, is incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(5)), filed on April 26, 2018. |
(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. 324 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 incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(7)), filed on April 26, 2018. |
(p)(8) | Code of Ethics of Water Island Capital, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), dated January 1, 2017, is incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(8)), filed on April 26, 2018. |
(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 incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(9)), filed on April 26, 2018. |
(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 incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(11)), filed on April 26, 2018. |
(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 incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(14)), filed on April 26, 2018. |
(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 incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(15)), filed on April 26, 2018. |
(p)(16) | Code of Ethics of Manulife Asset Management (US) LLC (a subadviser of Multi-Manager Alternative Strategies Fund), effective September 1, 2017, is incorporated by reference to Post-Effective Amendment No. 323 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(16)), filed on April 26, 2018. |
(p)(17) | Code of Ethics of Arrowstreet Capital, Limited Partnership (a subadviser of Multi-Manager International Equity Strategies Fund), effective April 1, 2017, is filed herewith as Exhibit (p)(17) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(18) | Code of Ethics of Baillie Gifford Overseas Limited (a subadviser of Multi-Manager International Equity Strategies Fund), is filed herewith as Exhibit (p)(18) to Post-Effective Amendment No. 324 to Registration Statement No. 2-99356 of the Registrant on Form N-1A. |
(p)(19) | Code of Ethics of Causeway Capital Management LLC (a subadviser of Multi-Manager International Equity Strategies Fund), is filed herewith as Exhibit (p)(19) to Post-Effective Amendment No. 324 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) | Arrowstreet Capital, Limited Partnership performs investment management services for the Registrant and certain other clients. Information regarding the business of Arrowstreet Capital, Limited Partnership and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Arrowstreet Capital, Limited Partnership and is incorporated herein by reference. Information about the business of Arrowstreet Capital, Limited Partnership and the directors and principal executive officers of Arrowstreet Capital, Limited Partnership is also included in the Form ADV filed by Arrowstreet Capital, Limited Partnership with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-56633), which is incorporated herein by reference. |
(e) | Baillie Gifford Overseas Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Baillie Gifford Overseas Limited and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Baillie Gifford Overseas Limited and is incorporated herein by reference. Information about the business of Baillie Gifford Overseas Limited and the directors and principal executive officers of Baillie Gifford Overseas Limited is also included in the Form ADV filed by Baillie Gifford Overseas Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21051), which is incorporated herein by reference. |
(f) |
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. |
(g) | 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. |
(h) | Causeway Capital Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Causeway 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 Causeway Capital Management LLC and is incorporated herein by reference. Information about the business of Causeway Capital Management LLC and the directors and principal executive officers of Causeway Capital Management LLC is also included in the Form ADV filed by Causeway Capital Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60343), which is incorporated herein by reference. |
(i) | 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. |
(j) | 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. |
(k) | 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. |
(l) |
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. |
(m) | 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. |
(n) | 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. |
(o) | 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. |
(p) | 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. |
(q) | 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. |
(r) | Water Island Capital, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Water Island Capital, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrants portfolio(s) subadvised by Water Island Capital, LLC and is incorporated herein by reference. Information about the business of Water Island Capital, LLC and the directors and principal executive officers of Water Island Capital, LLC is also included in the Form ADV filed by Water Island Capital, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-57341), which is incorporated herein by reference. |
Item 32. Principal Underwriter
(a) | Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant: |
Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable Series Trust II; Columbia Funds Variable Insurance Trust and Wanger Advisors Trust.
(b) | As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc. |
Name and Principal Business Address* |
Position and Offices with Principal Underwriter |
Positions and Offices with Registrant |
||
William F. Truscott | Chief Executive Officer | Board Member, Senior Vice President | ||
Scott E. Couto | President | None | ||
Joseph Kringdon | 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, Arrowstreet Capital, Limited Partnership, 200 Clarendon Street, 30th Floor, Boston, MA 02116; |
| Registrants subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830; |
| Registrants subadviser, Baillie Gifford Overseas Limited, Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN; |
| 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, Causeway Capital Management LLC, 11111 Santa Monica Blvd., 15th Floor, Los Angeles, CA 90025; |
| 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 4th day of May, 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 4th day of May, 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)(v) | Form of Amendment No. 5, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited | |
(d)(18) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Arrowstreet Capital, Limited Partnership, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018 | |
(d)(19) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Baillie Gifford Overseas Limited, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018 | |
(d)(20) | Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Causeway Capital Management LLC, on behalf of Multi-Manager International Equity Strategies Fund, effective May 14, 2018 | |
(e)(1)(i) | Restated Schedule I, effective March 7, 2018, and Schedule II to Amended and Restated Distribution Agreement by and between the Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016 | |
(g)(9) | Addendum to Master Global Custody Agreement (related to Multi-Manager International Equity Strategies Fund) | |
(h)(1)(i) | Schedule A and Schedule B, effective March 7, 2018, 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 | |
(i)(13) | Opinion of Counsel of Ropes & Gray LLP, with respect to Multi-Manager International Equity Strategies Fund | |
(p)(6) | Code of Ethics of Prudential Financial | |
(p)(17) | Code of Ethics of Arrowstreet Capital, Limited Partnership | |
(p)(18) | Code of Ethics of Baillie Gifford Overseas Limited | |
(p)(19) | Code of Ethics of Causeway Capital Management LLC |
AMENDMENT NO. 5
TO THE SUBADVISORY AGREEMENT
This Amendment No. 5 (the Amendment), made and entered into as of March 7, 2018, 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, Multi-Manager International Equity Strategies Fund, and TINTL is willing to render such investment advisory services; and
WHEREAS, Investment Manager and TINTL desire to amend the Agreement, including Schedule A thereto, to add, effective , 2018, Multi-Manager International Equity Strategies Fund as a Fund covered by the Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. | Compensation of Subadviser . Section 4 of the Agreement shall be, and hereby is deleted and replaced with the following: |
For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.
2. | The following shall be, and is hereby added as Section 23 to the Agreement: |
No Third-Party Beneficiaries . The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.
3. | Schedule A . 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.
Columbia Management Investment Advisers, LLC |
Threadneedle International Limited |
By: |
|
By: |
|
|||||
Signature | Signature | |||||||
Name: |
|
Name: |
|
|||||
Printed | Printed | |||||||
Title: | Title: |
AMENDMENT NO. 5
TO THE AGREEMENT
[REDACTED DATA]
Document Number: 354508
SUBADVISORY AGREEMENT
Agreement made as of the 7 th day of March , 2018 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (Investment Manager), and Arrowstreet Capital, Limited Partnership, a Massachusetts limited partnership (Subadviser).
WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act).
WHEREAS, Investment Manager entered into a Management Agreement (the Advisory Agreement) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.
WHEREAS, the effective date of this Agreement is May 14, 2018.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. | Subadvisers Duties . |
(a) | Portfolio Management . Subject to supervision by Investment Manager and the Funds Board of Directors/Trustees (the Board), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Funds assets), including the purchase, retention, and disposition thereof, in accordance with the Funds investment objectives, policies, and restrictions, and subject to the following understandings: |
(i) |
Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for identifying, assessing or participating in legal claims (e.g., filing claims in class action settlements) related to securities currently or previously held by that |
1 | Page
Document Number: 354508
portion of the Fund allocated to it by Investment Manager, although Investment Manager may consult with Subadviser from time to time regarding the filing of claims in class action settlements. |
(ii) | Investment Limits . Subject to Section 3, in the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Funds prospectus (Prospectus) and the Funds Statement of Additional Information (SAI); (b) written instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above. |
(iii) | Portfolio Transactions . |
(A) |
Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, counterparties, futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) or other financial institutions (collectively, Brokers) selected by Subadviser; provided, however, that such orders shall be consistent with Subadvisers brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, Brokers who may effect, or be a party to, any such transaction or other transactions to which Subadvisers other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a Broker a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadvisers overall responsibilities with respect to the Fund and other clients for which it exercises investment discretion. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities |
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sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable. |
(B) | Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in a manner Subadviser considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. |
(C) | Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Funds policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund. |
(D) |
Derivatives and Corporate Authority . Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein, and is hereby appointed as the Funds agent and attorney in fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadvisers execution thereof, agreements and execute any documents on behalf of the Fund (e.g., any derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable) required with respect to any investments made for the Fund (such documentation includes but is not limited to any market and/or industry standard documentation and the standard representations contained therein); (ii) enter into any corporate action documentation such as subscription agreements, representation letters, election forms, etc.; (iii) acknowledge the receipt of Brokers risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iv) open, continue and terminate brokerage accounts and other brokerage arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the |
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Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash, to Subadviser other than payment of the management fee provided for in this Agreement. |
(iv) | Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadvisers performance under this Agreement at reasonable times and upon reasonable advance notice. |
(v) | Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Funds assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Managers reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund. |
(b) |
Compliance Program and Ongoing Certification(s). As reasonably requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Funds annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadvisers management of the Fund in order to support the Funds filings on Form N-CSR and Form N-Q, and the Funds Principal Executive Officers and Principal Financial Officers certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time; (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadvisers management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadvisers Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the Advisers Act), or his or her designee with respect to the design and operation of Subadvisers compliance |
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program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Managers obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written summary assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act. |
(c) | Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadvisers services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund (but remain subject to the confidentiality and use restrictions set forth in this Agreement) and Subadviser will surrender promptly to the Fund any of such records upon the Funds request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof. |
(d) | Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures. |
(e) |
Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (Confidential Information), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, means all information pertaining to this Agreement and the management of the Fund that an investment professional would reasonably consider to be confidential and specifically includes Fund Portfolio Information which refers to (i) the Fund portfolio holdings and characteristics, trade data, performance data, and investment activities (including data relating to the Subadvisers investment process, investment models and portfolio analysis) of the portion of the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement as well as monthly, quarterly and/or annual reports and statements provided by Subadviser to Investment Manager and/or the Fund from time to time, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Managers directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadvisers directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other partys Confidential Information to its employees having a need to know and each such employee may only use it for the purpose of providing services under this Agreement. |
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The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Managers Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadvisers Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is required to be disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to wholly-owned affiliates that have a reason to know such information to provide services under this Agreement; (6) to the custodian of the Fund; (7) to Brokers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers so long as such disclosure is subject to substantially similar confidentiality and use agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund.
Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadvisers current client list. Such list may be used with third parties.
The parties agree that the Subadviser may (on an anonymous basis) use its investment experience from this mandate and disclose such data in marketing materials, composite presentations or other reporting (such as the performance and other characteristics of the portfolio and investments being managed for the Fund), whether aggregated with other clients or on a standalone basis (e.g. composite presentations, portfolio holdings listings and analytics).
Neither the Investment Manager nor the Fund may provide information to a third party who either of them reasonably believes may attempt to reverse engineer or otherwise replicate the strategy employed by the Subadviser with respect to the Fund.
(f) | Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadvisers obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable informational assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder. |
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(g) | Pricing . The Subadviser does not serve as pricing or valuation agent for the Fund and is not responsible for, and will have no liability in respect of, determining the market value of any asset in the Fund. |
2. | Investment Managers Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadvisers performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies (with security identifiers) that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Funds assets or any other compliance matter that would require knowledge of the Funds holdings other than the assets subject to this Agreement. |
3. | Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund and any Fund policy to be made applicable to the Sub-Adviser hereunder in connection with the management of the Fund. The Investment Manager will, on an ongoing basis and with reasonable advance notice, advise Subadviser in writing of each change in the policies and procedures, investment policies and restrictions of the Fund affecting the Subadviser before they become effective and will promptly deliver to Subadviser all future amendments and supplements to the Prospectus and SAI and the other policies referred to above. |
If the Investment Manager or the Board notifies the Subadviser of any change in the Subadvisers rights, obligations or duties hereunder (e.g., through a formal instruction, new or amended investment policies, or a change in applicable law affecting the Fund) the Subadviser shall have a reasonable time to comply with the same. If the Subadviser reasonably determines such change is contrary to the terms of this Agreement, applicable law, internal policy or procedures of the Subadviser, or would otherwise expose the Subadviser to liability, the Subadviser shall promptly notify the Investment Manager of
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such determination and the Subadviser and the Investment Manager shall each use commercially reasonable efforts to implement such change in a mutually acceptable manner. Except as required by law or regulation, no such change shall be effective without mutual agreement of the parties.
4. | Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. |
5. | Expenses . Subject to Section 4, Subadviser shall bear all expenses incurred by it and its staff with respect to its activities in connection with the performance of Subadvisers services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Funds distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that counsel to the Fund reasonably deems to require disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (Changes), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement (acting reasonably). In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund. |
In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
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In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
6. | Representations of Subadviser . Subadviser represents and warrants as follows: |
(a) | Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) based solely on (x) a review of a list of affiliates provided by the Investment Manager and (y) information known to the Subadviser and not known to the Investmnet Manager, is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency applicable to it necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act based solely on a list of affiliates provided by the Investment Manager; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (3) in the event the Securities and Exchange Commission (the SEC) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or to Subadvisers knowledge has commenced proceedings or an investigation that reasonably may result in any of these actions, and (4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. |
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(b) | Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadvisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. |
(c) | Subadviser has provided, and Investment Manager has received, a copy of the Subadvisers Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment Manager (at least annually). |
(d) | Subadviser will promptly notify Investment Manager of any changes in the key personnel (defined as any named portfolio manager(s) responsible for the Fund, investment partner, Chief Executive Officer and Chief Investment Officer) or if there is otherwise an actual change in control of Subadviser under the Advisers Act. |
7. | Representations of Investment Manager . Investment Manager represents and warrants as follows: |
(a) | Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. |
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(b) | Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadvisers prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information from shareholders, prospective shareholders, in disclosures required by law or in responding to regulatory inquiries, subject in all cases to the confidentiality restrictions set forth in this Agreement. |
(c) | The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets. |
(d) | Investment Manager is establishing and will be maintaining the Funds account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions or strategies in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes. |
(e) | The Board has approved the appointment of Subadviser pursuant to this Agreement. |
(f) | The Fund is (1) an accredited investor as defined in Rule 501 under the Securities Act of 1933, as amended; (2) a qualified purchaser as defined in Section 2(51) of the 1940 Act; (3) a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended; and (4) a qualified eligible person as defined in Rule 4.7 under the Commodity Exchange Act, as amended (and consents to the portfolio being treated as an exempt account under CFTC Rule 4.7). |
8. | Liability and Indemnification . |
(a) |
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, or employees thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, Fund and Investment Manager Indemnitees) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund or any act or omission by Subadviser in good faith in accordance with specific directions or instructions from Investment |
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Manager or the officers or Board of the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review, in advance of any filing or use thereof, information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser relating to the management of the portfolio. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results directly or indirectly in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any Broker or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such Broker or third party to take such action or omission and such action or omission constitutes willful misconduct, bad faith, reckless disregard, or negligence of Subadviser. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective and no representation is made that the Fund portfolio will be profitable or that losses will be avoided, and that past performance is not necessarily indicative of future results. |
(b) |
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or |
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suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, Subadviser Indemnitees) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund, (iv) any action or omission of any other subadviser to the Fund. |
(c) |
After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (Indemnified Party) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (Indemnifying Party), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its prior written consent, which consent shall not be unreasonably withheld, but if settled with such |
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consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. |
9. | Duration and Termination . |
(a) | Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. |
(b) | Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement. |
(c) | In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement. |
10. |
Subadvisers Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its affiliates, partners, officers, or employees to engage in any other business or to devote his or her time and attention to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadvisers right to engage in any other business or to render services of any |
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kind to any other client (including Subadvisers sponsored funds and/or vehicles), account, corporation, firm, individual, or association or other entity, and, except as otherwise contemplated by this Agreement, any engagement therein shall not be deemed to violate or give rise to any duty or obligation to Investment Manager, the Fund, or the Board of the Fund. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund, even though the investment objectives may be the same or similar. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients. |
11. | References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadvisers name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAIs, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. |
Upon knowledge of termination of this Agreement for any reason, Investment Manager shall (i) take all necessary action to cease and cause the Fund to cease all use of Subadvisers name, and (ii) take all necessary action to cause the Funds Prospectus, SAI, marketing materials and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Fund.
12. | Notices . Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (Notice) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication: |
In the case of Subadviser:
Arrowstreet Capital, Limited Partnership
200 Clarendon Street, 30 th Floor
Boston, MA 02116
Attn: Legal Department
Email: legal@arrowstreetcapital.com
Fax: 617-919-0001
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In the case of Investment Manager:
Paul Mikelson
Vice President, Subadvised Strategies
Columbia Threadneedle Investments
707 2 nd Ave. S, Routing: H17 435
Minneapolis, MN 55402
Tel: (612) 671-4452
Fax: (612) 671-0618
with a copy to:
Christopher O. Petersen
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
Minneapolis, MN 55474
Tel: (612) 671-4321
Fax: (612) 671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (Business Day) prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
13. | Amendments . This Agreement may be amended by mutual written consent, subject to approval by the Board and the Funds shareholders to the extent required by the 1940 Act. |
14. | Assignment . No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Funds shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the partners, portfolio managers, directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder. |
15. |
Governing Law . This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), |
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shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the jurisdiction of a state or federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought exclusively in the state or federal courts of the Commonwealth of Massachusetts. The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. |
16. | Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the Confidentiality Agreement dated February 22, 2018, between the parties shall remain in full force and effect with respect to the subject matter thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. |
17. | Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. |
18. | Interpretation . Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order. |
19. | Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein. |
20. | Authorization . Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms. |
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21. | No Third-Party Beneficiaries . The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded. |
22. | Anti-Money Laundering . The Investment Manager represents that it has internal procedures reasonably designed to prevent money laundering activities under applicable law. The Investment Manager further represents that neither it nor the Fund is: |
(a) | a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Departments Office of Foreign Assets Control, or (ii) a foreign shell bank (a bank without a physical presence in any country); |
(b) | a senior foreign political figure (as defined below), or any immediate family member or close associate of a senior foreign political figure; and |
(c) | a person or entity whose assets were derived from illegal activities. |
A senior foreign political figure is a senior official in the executive, legislative, administrative, military, or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a senior foreign political figure includes any corporation, business, or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
23. |
Ownership and Custody Matters . Ownership and custody of the assets in the portfolio shall remain with the Fund and the Subadviser will not have custody of any assets of the Fund for purposes of the Advisers Act. Notwithstanding any provision of this Agreement to the contrary, (i) the authority of the Subadviser under this Agreement to provide instructions to the custodian shall be limited solely to the instructions with respect to settling transactions, and (ii) the Subadviser shall have no authority hereunder to take possession of any assets of the Account or to direct delivery of any assets or payment of any funds held in the portfolio to itself. The Subadviser shall not have the right to have |
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securities or assets in the portfolio held or registered in its own name or in the name of its nominee, nor shall the Subadviser in any manner acquire or become possessed of any income or proceeds distributable by reason of selling, holding or controlling any of the assets in the portfolio. Further, the Investment Manager represents that the custody contract with the Fund does not allow the Manager to withdraw client funds or securities maintained with the custodian (with the exception of the instructions to the custodian from the Subadviser contemplated by this Agreement).
The Subadvisor is not responsible for the collection of income, reclamation of withheld taxes, physical acquisition, or the safekeeping of the assets in the Account.
The Subadvisor may use the foreign currency exchange services of the custodian to execute foreign exchange transactions for the Account (e.g., cash sweeps, securities settlements, restricted currencies and cash management). As discussed with Investment Manager, in such cases the custodian is responsible to the Fund for the quality of such execution.
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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Columbia Management Investment Advisers, LLC | Arrowstreet Capital, Limited Partnership | |||||||
By: |
Arrowstreet Capital GP LLC, its General Partner | |||||||
By: | Arrowstreet Capital Holding LLC, its Sole Member |
By: |
/s/ David Weiss |
By: |
/s/ Anthony W. Ryan |
|||||
Signature | Signature | |||||||
Name: |
David Weiss |
Name: |
Anthony W. Ryan |
|||||
Printed | Printed | |||||||
Title: | Assistant Secretary | Title: |
President and Chief Executive Officer |
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SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED DATA]
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Document Number: 354409
SUBADVISORY AGREEMENT
Agreement made as of the 7 th day of March, 2018 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (Investment Manager), and Baillie Gifford Overseas Limited, a company incorporated in Scotland under Registered Number 084807 and having its registered office at Calton Square, 1 Greenside Row, Edinburgh, Scotland (Subadviser).
WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act).
WHEREAS, Investment Manager entered into a Management Agreement (the Advisory Agreement) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.
WHEREAS, the effective date of this Agreement is May 14, 2018.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. | Subadvisers Duties . |
(a) | Portfolio Management . Subject to supervision by Investment Manager and the Funds Board of Directors/Trustees (the Board), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Funds assets), including the purchase, retention, and disposition thereof, in accordance with the Funds investment objectives, policies, and restrictions as set out in the Prospectus (as hereinafter defined) and the SAI (as hereinafter defined), and subject to the following understandings: |
(i) |
Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. The Subadviser shall not under any circumstances take possession, custody, title or ownership of any assets of the Fund. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued |
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by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements or other litigation in each case related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager, although the Subadviser will, upon request by the Investment Manager, provide the Investment Manager with transactional data in relation to the securities currently or previously held by that portion of the Fund allocated to the Subadviser hereunder so that the Investment Manager may file claims in class action settlements or other litigation.
(ii) | Investment Limits . In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with (a) applicable limits and requirements, as amended from time to time, as set forth in the Funds prospectus (Prospectus) and the Funds Statement of Additional Information (SAI); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above. |
(iii) | Portfolio Transactions . |
(A) |
Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadvisers brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadvisers other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is |
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reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadvisers overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers Subadvisers best execution responsibilities shall not apply. In carrying out its duties under this Agreement, the Subadviser shall act as agent for the Investment Manager and/or the Fund (as applicable) and the Subadviser shall be authorized to enter into all investment related contracts (other than ISDA Agreements and other derivative related contracts) necessary for the management of the assets of the Fund allocated to the Subadviser as said agent. |
(B) | Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser or its affiliates in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. |
(C) | Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Funds policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund. |
(iv) | Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadvisers performance under this Agreement at reasonable times and upon reasonable advance notice. |
(v) |
Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Funds assets for which Subadviser is responsible |
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and shall provide Investment Manager with such other information regarding the Fund upon Investment Managers reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.
(b) | Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Funds annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadvisers management of the Fund in order to support the Funds filings on Form N-CSR and Form N-Q, and the Funds Principal Executive Officers and Principal Financial Officers certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadvisers management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadvisers Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the Advisers Act), or his or her designee with respect to the design and operation of Subadvisers compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Managers obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act. |
(c) | Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadvisers services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Funds request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof. |
(d) | Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures. |
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(e) | Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (Confidential Information), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to Fund Portfolio Information, which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Managers directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadvisers directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other partys Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Managers Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadvisers Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadvisers current client list. Such list may be used with third parties. |
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(f) | Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadvisers obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder. |
2. | Investment Managers Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadvisers performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Funds assets that would require knowledge of the Funds holdings other than the assets subject to this Agreement. |
3. | Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any and the Subadviser shall only be obliged to comply with such amendments to the Prospectus and SAI once it has been notified of these changes and had a reasonable opportunity to review and process the required changes. |
4. |
Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to |
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the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.
5. | Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadvisers services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Funds distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (Changes), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund. The Subadvisers liability for the costs of generating a prospectus supplement hereunder shall be capped at $50,000 for each occasion that a prospectus supplement is required as a result of any Changes. If multiple Changes can be covered by the same prospectus supplement then the Subadviser shall only be liable for the costs of generating that one prospectus supplement, subject to the above cap. |
In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees
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to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
6. | Representations of Subadviser . Subadviser represents and warrants as follows: |
(a) | Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (3) in the event the Securities and Exchange Commission (the SEC) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation which the Subadviser is aware of that may result in any of these actions, (4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. |
(b) |
Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material |
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violation of Subadvisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. |
(c) | Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures specified in Form ADV Parts 2A and 2B, and promptly will furnish a copy of any amendments to such document to Investment Manager (at least annually). Investment Manager consents to receipt of the Form ADV and any updates electronically. Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadvisers only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. |
(d) | Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser. |
7. | Representations of Investment Manager . Investment Manager represents and warrants as follows: |
(a) | Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. |
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(b) | Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadvisers prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries. |
(c) | The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets. |
(d) | Investment Manager is establishing and will be maintaining the Funds account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes. |
(e) | The Board has approved the appointment of Subadviser pursuant to this Agreement. |
8. | Liability and Indemnification . |
(a) |
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act) ) (collectively, Fund and Investment Manager Indemnitees) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise in each case arising as a direct result of (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact |
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regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations applicable to the Subadviser by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.
(b) |
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, Subadviser Indemnitees) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common |
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law, or otherwise in each case arising as a direct result of (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.
(c) | After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (Indemnified Party) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (Indemnifying Party), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. |
9. | Duration and Termination . |
(a) |
Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this |
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Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.
(b) | Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement. |
(c) | In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement. Termination of this Agreement for any reason shall be without prejudice to the completion of transactions already initiated which shall be completed expeditiously. |
10. | Subadvisers Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadvisers right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients. |
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11. | References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadvisers name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAIs, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. |
12. | Notices . Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (Notice) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication: |
In the case of Subadviser:
Nick Wood
Baillie Gifford Overseas Limited
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Scotland
with a copy to:
Jessica Wilson/Susan Derbyshire
Baillie Gifford Overseas Limited
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Scotland
In the case of Investment Manager:
Paul Mikelson
Vice President, Subadvised Strategies
Columbia Threadneedle Investments
707 2 nd Ave. S, Routing: H17 435
Minneapolis, MN 55402
Tel: (612) 671-4452
Fax: (612) 671-0618
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with a copy to:
Christopher O. Petersen
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
Minneapolis, MN 55474
Tel: (612) 671-4321
Fax: (612) 671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (Business Day) prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
13. | Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Funds shareholders to the extent required by the 1940 Act. |
14. | Assignment . No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Funds shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder. |
15. |
Governing Law . This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought exclusively in the state of federal courts of the Commonwealth of Massachusetts. The |
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Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.
16. | Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. |
17. | Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. |
18. | Interpretation . Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order. |
19. | Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein. |
20. | Authorization . Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms. |
21. | No Third-Party Beneficiaries . The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded. |
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Columbia Management Investment Advisers, LLC |
Baillie Gifford Overseas Limited |
|||||||
By: |
/s/ David Weiss |
By: |
/s/ Kathrin Hamilton |
|||||
Signature | Signature | |||||||
Name: |
David Weiss |
Name: |
Kathrin Hamilton |
|||||
Printed | Printed | |||||||
Title: | Assistant Secretary | Title: | Director | |||||
By: |
/s/ Tim Campbell |
|||||||
Signature | ||||||||
Name: |
Tim Campbell |
|||||||
Printed | ||||||||
Title: | Authorized Signatory |
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SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED DATA]
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Document Number: 354383
SUBADVISORY AGREEMENT
Agreement made as of the 7 th day of March, 2018 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (Investment Manager), and Causeway Capital Management LLC, a Delaware limited liability company (Subadviser).
WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act).
WHEREAS, Investment Manager entered into a Management Agreement (the Advisory Agreement) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.
WHEREAS, the effective date of this Agreement is May 14, 2018.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. | Subadvisers Duties . |
(a) | Portfolio Management . Subject to supervision by Investment Manager and the Funds Board of Directors/Trustees (the Board), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Funds assets), including the purchase, retention, and disposition thereof, in accordance with the Funds investment objectives, policies, and restrictions, and subject to the following understandings: |
(i) |
Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities |
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currently or previously held by that portion of the Fund allocated to it by Investment Manager, although Investment Manager may consult with Subadviser from time to time regarding the filing of claims in class action settlements. |
(ii) | Investment Limits . In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Funds prospectus (Prospectus) and the Funds Statement of Additional Information (SAI); (b) written instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above. |
(iii) | Portfolio Transactions . |
(A) |
Trading . With respect to the portion of the Fund subadvised by Subadviser, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadvisers brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadvisers other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that such amount of commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer used by Subadviser, viewed in terms of either that particular transaction or Subadvisers overall responsibilities with respect to the Fund and other clients for which Subadviser exercises investment discretion. |
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Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable. |
(B) | Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek the efficiencies that may be available for larger transactions so long as Subadviser believes that aggregation is consistent with its duty to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. |
(C) | Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Funds policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund. |
(D) |
Authority . Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein, and is hereby appointed as the Funds agent and attorney in fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadvisers execution thereof for derivatives agreements and execute any documents on behalf of the Fund (e.g. any futures or derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable) required with respect to any investments made for the Fund (such documentation includes but is not limited to any market and/or industry standard documentation and the standard representations contained therein); (ii) acknowledge the receipt of brokers risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iii) open, continue and terminate brokerage accounts and other brokerage |
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arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement. |
(iv) | Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an investment adviser registered with the Securities and Exchange Commission (the SEC) to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadvisers performance under this Agreement at reasonable times and upon reasonable advance notice. |
(v) | Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Funds assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Managers reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund. |
(vi) | Upon 4 months written notice provided by Subadviser to Investment Manager, Subadviser may limit contributions to the portion of the Fund subadvised by Subadviser. |
(b) |
Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) reasonable information and commentary related to the portion of the Fund subadvised by Subadviser for the Funds annual and semi-annual reports, in a format approved by Investment Manager and agreed to by Subadviser, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager and agreed |
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to by Subadviser, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadvisers management of the portion of the Fund subadvised by Subadviser in order to support the Funds filings on Form N-CSR and Form N-Q, and the Funds Principal Executive Officers and Principal Financial Officers certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager and agreed to by Subadviser, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadvisers management of the portion of the Fund subadvised by Subadviser, in a format reasonably requested by Investment Manager and agreed to by Subadviser, as it may be amended from time to time; (iii) an annual certification from Subadvisers Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the Advisers Act), or his or her designee with respect to the design and operation of Subadvisers compliance program, in a format reasonably requested by Investment Manager and agreed to by Subadviser, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Managers obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager in a format agreed to by Subadviser. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act. |
(c) | Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadvisers services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that copies of all such records which it maintains for the Fund are property of the Fund and will be surrendered promptly to the Fund upon the Funds request. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required by the 1940 Act to be maintained by it pursuant to paragraph 1(a) hereof. |
(d) | Insurance and Code of Ethics . Upon request, Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures. |
(e) |
Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (Confidential Information), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to Fund Portfolio Information, which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics and transactions of the portion of |
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the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Managers directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadvisers directors, managers, members, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other partys Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act by the party; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Managers Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadvisers Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party will provide (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, information provided on an aggregate basis without specific attribution to the Fund or in response to a routine books and records examination is not considered Confidential Information; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are used for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadvisers current client list. Such list may be used with third parties. In addition, Subadviser may disclose the fee as disclosed in Schedule A to funds and other clients without direct reference to the Fund. |
(f) | Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadvisers obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim. |
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2. | Investment Managers Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadvisers performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Funds assets that would require knowledge of the Funds holdings other than the assets subject to this Agreement. |
3. | Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements relating to Subadviser, its services to the Fund or investment policies or strategies, if any. |
4. | Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement in accordance with section 5 below other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions and soft dollars, if any) for the Fund. |
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5. | Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadvisers services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Funds distributor. Subadviser agrees to pay to Investment Manager the cost, up to $30,000, of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that counsel to the Fund deems to require disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (Changes), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund. |
In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs, up to $30,000, associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing), up to $30,000, associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
6. | Representations of Subadviser . Subadviser represents and warrants as follows: |
(a) |
Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers |
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Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material compliance matters relating to the Fund to Investment Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (3) in the event the Securities and Exchange Commission (the SEC) or other governmental authority has: censured Subadviser with respect to its investment advisory activities; placed limitations upon the investment advisory activities, functions or operations of Subadviser; or has commenced proceedings that may result in any of these actions, (4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. |
(b) | Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics upon request. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, Investment Manager will request that a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadvisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. |
(c) | Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment Manager as required by the Advisers Act (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadvisers only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. |
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(d) | Subadviser will promptly notify Investment Manager of any material changes in the managing members of Subadvisers parent, in the key personnel who are either the portfolio manager(s) responsible for the portion of the Fund subadvised by Subadviser or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control of Subadviser. |
7. | Representations of Investment Manager . Investment Manager represents and warrants as follows: |
(a) | Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. |
(b) | Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadvisers prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries. |
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(c) | The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets. |
(d) | Investment Manager is establishing and will be maintaining the Funds account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes. |
(e) | The Board has approved the appointment of Subadviser pursuant to this Agreement. |
8. | Liability and Indemnification . |
(a) |
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, managers, members, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act) ) (collectively, Fund and Investment Manager Indemnitees) as a result of any error of judgment or mistake of law or other act or omission by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials |
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pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. |
(b) | Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, Subadviser Indemnitees) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund. |
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(c) | After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, manager, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (Indemnified Party) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (Indemnifying Party), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. |
9. | Duration and Termination . |
(a) | Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. |
(b) |
Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days |
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written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement. |
(c) | In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement. |
10. | Subadvisers Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, members, managers, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadvisers right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may be similar to or differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients. |
11. | References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadvisers name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAIs, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing seven (7) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. |
14 | Page
Document Number: 354383
12. | Notices . Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (Notice) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication: |
In the case of Subadviser:
General Counsel
Causeway Capital Management LLC
11111 Santa Monica Boulevard, 15 th Floor
Los Angeles, CA 90025
Tel: 310-231-6100
Fax: 310-231-6183
In the case of Investment Manager:
Paul Mikelson
Vice President, Subadvised Strategies
Columbia Threadneedle Investments
707 2 nd Ave. S, Routing: H17 435
Minneapolis, MN 55402
Tel: (612) 671-4452
Fax: (612) 671-0618
with a copy to:
Christopher O. Petersen
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
Minneapolis, MN 55474
Tel: (612) 671-4321
Fax: (612) 671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (Business Day) prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
15 | Page
Document Number: 354383
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
13. | Amendments . This Agreement may be amended by mutual written consent, subject to approval by the Board and the Funds shareholders to the extent required by the 1940 Act. |
14. | Assignment . No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Funds shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder. |
15. | Governing Law . This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the jurisdiction of a state or federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought exclusively in the state or federal courts of the Commonwealth of Massachusetts. The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. |
16. | Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. |
17. | Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. |
18. |
Interpretation . Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued |
16 | Page
Document Number: 354383
pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order. |
19. | Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein. |
20. | Authorization . Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms. |
21. | No Third-Party Beneficiaries . The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded. |
17 | Page
Document Number: 354383
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Columbia Management Investment Advisers, LLC |
Causeway Capital Management LLC |
By: |
/s/ David Weiss |
By: |
/s/ Gracie V. Fermelia |
|||||
Signature | Signature | |||||||
Name: |
David Weiss |
Name: |
Gracie V. Fermelia |
|||||
Printed | Printed | |||||||
Title: | Assistant Secretary | Title: | Chief Operating Officer |
18 | Page
Document Number: 354383
SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED DATA]
19 | Page
Distribution Agreement Schedule CFST I
Schedule I
As of March 7, 2018
Columbia Funds Series Trust I
Columbia Adaptive Retirement 2020 Fund
Columbia Adaptive Retirement 2025 Fund
Columbia Adaptive Retirement 2030 Fund
Columbia Adaptive Retirement 2035 Fund
Columbia Adaptive Retirement 2040 Fund
Columbia Adaptive Retirement 2045 Fund
Columbia Adaptive Retirement 2050 Fund
Columbia Adaptive Retirement 2055 Fund
Columbia Adaptive Retirement 2060 Fund
Columbia Adaptive Risk Allocation Fund
Columbia Alternative Beta Fund
Columbia AMT-Free Connecticut Intermediate Muni Bond Fund
Columbia AMT-Free Intermediate Muni Bond Fund
Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund
Columbia AMT-Free New York Intermediate Muni Bond Fund
Columbia AMT-Free Oregon Intermediate Muni Bond Fund
CMG Ultra Short Term Bond Fund
Columbia Balanced Fund
Columbia Bond Fund
Columbia California Tax-Exempt Fund
Columbia Contrarian Core Fund
Columbia Corporate Income Fund
Columbia Diversified Absolute Return Fund
Columbia Diversified Real Return Fund
Columbia Dividend Income Fund
Columbia Emerging Markets Fund
Columbia Global Dividend Opportunity Fund
Columbia Global Energy and Natural Resources Fund
Columbia Global Technology Growth Fund
Columbia Greater China Fund
Columbia High Yield Municipal Fund
Columbia Large Cap Growth Fund
Columbia Mid Cap Growth Fund
Columbia Multi-Asset Income Fund
Columbia New York Tax-Exempt Fund
Columbia Pacific/Asia Fund
Columbia Real Estate Equity Fund
Columbia Select Large Cap Growth Fund
Columbia Small Cap Core Fund
Columbia Small Cap Growth Fund I
Columbia Small Cap Value Fund I
Columbia Solutions Aggressive Portfolio
Columbia Solutions Conservative Portfolio
Columbia Strategic Income Fund
Columbia Tax-Exempt Fund
Columbia Total Return Bond Fund
Columbia U.S. Social Bond Fund
Columbia U.S. Treasury Index Fund
Multi-Manager Alternative Strategies Fund
Multi-Manager Directional Alternative Strategies Fund
Multi-Manager Growth Strategies Fund
Distribution Agreement Schedule CFST I
Multi-Manager International Equity Strategies Fund
Multi-Manager Small Cap Equity Strategies Fund
Multi-Manager Total Return Bond Strategies Fund
Distribution Agreement Schedule CFST I
SCHEDULE II
COMPENSATION
COMPENSATION TO DISTRIBUTOR. In connection with the distribution of Shares, Distributor will be entitled to receive (i) payments pursuant to any Distribution Plan and related agreement from time to time in effect between any Fund and Distributor or any particular class of shares of a Fund (12b-1 Plan), (ii) any CDSC applicable to the redemption of a Funds Shares, determined in the manner set forth in the then current prospectus and Statement of Additional Information of that Fund, and (iii) any applicable front-end sales charges applicable to the sale of Shares, less any applicable dealer discount.
Approved as of: September 7, 2010
ADDENDUM TO MASTER GLOBAL CUSTODY AGREEMENT
The undersigned Columbia Funds Series Trust I , on behalf of each of its series listed on Appendix A hereto (each, the Customer), formed under the laws of the Commonwealth of Massachusetts as a business trust with a place of business at 50606 Ameriprise Financial Center, Minneapolis, MN 55474, hereby requests the securities custody services of JPMorgan Chase Bank, N.A., and Customer, by its signature below, agrees to the terms and conditions of that certain Second Amended and Restated Master Global Custody Agreement, dated March 7, 2011 (the Agreement), with JPMorgan Chase Bank, N.A. on behalf of each of the Funds listed on Schedule A thereto, which such Schedule A is hereby amended with the addition of the Customer pursuant to this addendum. Notwithstanding anything in the Agreement to the contrary, each of Customer and Bank hereby agree that Customer shall (i) be an Additional Customer, as such term is defined in the Agreement, and (ii) not be subject to the Initial Term (as defined in the Agreement) or the early termination fee set forth in Section 9 of the Agreement, and (iii) be entitled to terminate the Agreement upon 60 days written notice to JPMorgan Chase Bank, N.A. (unless entitled to a shorter notice period pursuant to Section 9.1(b)).
COLUMBIA FUNDS SERIES TRUST I, ON BEHALF OF EACH OF ITS SERIES LISTED ON APPENDIX A HERETO |
||
By: |
/s/ Christopher O. Petersen |
|
Name: | Christopher O. Petersen | |
Title: | President and Principal Executive Officer | |
Date: | February 22, 2018 |
JPMORGAN CHASE BANK, N.A. |
||
By: |
/s/ Alan Liang |
|
Name: | Alan Liang | |
Title: | Vice President | |
Date: | April 3, 2018 |
Appendix A
Columbia Funds Series Trust I
Multi-Manager International Equity Strategies Fund
TA Schedule CFST I
SCHEDULE A
Effective March 9, 2018
Columbia Funds Series Trust I
Columbia Adaptive Retirement 2020 Fund
Columbia Adaptive Retirement 2025 Fund
Columbia Adaptive Retirement 2030 Fund
Columbia Adaptive Retirement 2035 Fund
Columbia Adaptive Retirement 2040 Fund
Columbia Adaptive Retirement 2045 Fund
Columbia Adaptive Retirement 2050 Fund
Columbia Adaptive Retirement 2055 Fund
Columbia Adaptive Retirement 2060 Fund
Columbia Adaptive Risk Allocation Fund
Columbia Alternative Beta Fund
Columbia AMT-Free Connecticut Intermediate Muni Bond Fund
Columbia AMT-Free Intermediate Muni Bond Fund
Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund
Columbia AMT-Free New York Intermediate Muni Bond Fund
Columbia AMT-Free Oregon Intermediate Muni Bond Fund
CMG Ultra Short Term Bond Fund
Columbia Balanced Fund
Columbia Bond Fund
Columbia California Tax-Exempt Fund
Columbia Contrarian Core Fund
Columbia Corporate Income Fund
Columbia Disciplined Small Core Fund
Columbia Diversified Absolute Return Fund
Columbia Diversified Real Return Fund
Columbia Dividend Income Fund
Columbia Emerging Markets Fund
Columbia Global Dividend Opportunity Fund
Columbia Global Energy and Natural Resources Fund
Columbia Global Technology Growth Fund
Columbia Greater China Fund
Columbia High Yield Municipal Fund
Columbia Large Cap Growth Fund
Columbia Mid Cap Growth Fund
Columbia Multi-Asset Income Fund
Columbia New York Tax-Exempt Fund
Columbia Pacific/Asia Fund
Columbia Real Estate Equity Fund
Columbia Select Large Cap Growth Fund
Columbia Small Cap Growth Fund I
Columbia Small Cap Value Fund I
Columbia Solutions Aggressive Portfolio
Columbia Solutions Conservative Portfolio
Columbia Strategic Income Fund
Columbia Tax-Exempt Fund
Columbia Total Return Bond Fund
TA Schedule CFST I
Columbia U.S. Social Bond Fund
Columbia U.S. Treasury Index Fund
Multi-Manager Alternative Strategies Fund
Multi-Manager International Equity 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
SCHEDULE B
Effective March 9, 2018
Payments under the Agreement are payable to CMISC monthly.
Transfer agency costs are calculated separately for each of (i) Institutional 3 (Inst3) Class shares 1 , (ii) Institutional 2 (Inst 2) Class shares 1 , and (iii) all other classes of shares.
Each Fund shall pay to CMISC for the services to be provided by CMISC under the Agreement an amount equal to the sum of the following:
(a) | (i) Base transfer agency fee paid monthly of: |
1. | an annual per account fee equal to the Direct Account Fee for accounts established directly with the Fund (direct accounts); and |
2. | an annual rate equal to the Intermediary Controlled Account Rate on the daily value of accounts of intermediaries established with the Fund, including accounts established or maintained pursuant to the National Securities Clearing Corporations networking system (network accounts and, together with omnibus accounts, intermediary controlled accounts); PLUS |
(ii) | The Funds Allocated Share of CMISC Reimbursable Out-of-Pocket Expenses; PLUS |
(iii) | Sub-transfer agency fees (generally intended to offset amounts paid by CMISC to intermediaries for services they provide), subject to the limits set forth below |
1. | For all classes other than Inst2 or Inst 3: the amount charged by an intermediary up to the following sub-transfer agency fee limits, which vary among distribution channels as follows: |
Distribution Channel |
Sub-Transfer Agency Fee Limit |
|
Retirement Channel Intermediary platforms that primarily service retirement accounts, including accounts of retirement plans qualified under sections 401(a), 401(k), 457 or 403(b) of the Internal Revenue Code of 1986, as amended (the Code), non-qualified deferred compensation plans governed by section 409A of the Code and individual retirement plans | (i) 0.25% of Fund assets held by Retirement Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per account held by Retirement Channel intermediaries charging a per account fee | |
Supermarket Transaction Fee (TF) Channel Accounts in mutual fund platforms of the type commonly referred to as fund supermarkets that charge participants a transaction fee | (i) 0.12% of Fund assets held by Supermarket TF Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per Supermarket TF Account held for intermediaries charging a per account fee |
Distribution Channel |
Sub-Transfer Agency Fee Limit |
|
Supermarket No-Transaction Fee (NTF) Channel Accounts in mutual fund platforms of the type commonly referred to as fund supermarkets that do not charge participants a transaction fee | (i) 0.25% of Fund assets held by Supermarket NTF Channel intermediaries or platforms charging an asset based fee or (ii) $20 per account held by Supermarket NTF Channel intermediaries or platforms charging a per account fee | |
Bank Channel Accounts maintained by banks offering financial and banking services to high net worth clients (commonly referred to as private bank accounts) | (i) 0.20% of Fund assets held by Private Bank Channel intermediaries or platforms or (ii) $20 per account held by Bank Channel intermediaries or platforms charging a per account fee | |
Section 529 Plan Assets Accounts of portfolios of college saving plans authorized under section 529 of the Code (commonly referred to as Section 529 plans) (529 Plan Accounts) | 0.20% on Fund assets held in 529 Plan Accounts | |
Broker-Dealer Channel Intermediary platforms offering mutual funds in brokerage accounts or through advisory programs, including independent, regional and wirehouses firms | (i) 0.15% of Fund assets held by Broker-Dealer Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per account held by Broker-Dealer Channel intermediaries or platforms charging a per account fee |
The sub-transfer agency fee limit is applied by intermediary (or by platforms within an intermediary, where applicable), by Fund and by share class and not in the aggregate by distribution channel. For avoidance of doubt, per account limits applicable to certain channels are applied at the level of the underlying accounts serviced by the intermediary, not at the level of the omnibus account maintained by CMISC.
2. | For Inst2 Class shares: 0.05% of the average aggregate value of the Funds shares maintained in omnibus accounts (subject to paragraph (b) below). |
3. | For Inst3 Class shares: Inst3 Class shares do not pay sub-transfer agency fees set forth in paragraph (a)(iii). |
(b) | For Inst2 Class shares, the annual rate for the fees set forth in paragraphs (a)(i) (a)(iii)(2) shall not exceed 0.070%. |
(c) | For Inst3 Class shares, the annual rate for the fees set forth in paragraphs (a)(i) (a)(ii) shall not exceed 0.020%. |
In addition, CMISC shall be entitled to retain as additional compensation/reimbursement for its services all CMISC revenues for fees for wire, telephone, and redemption orders, IRA trustee agent fees and account transcripts due CMISC from shareholders of the Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement. All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds independent accountants.
Definitions
Allocated Share for any month means that percentage of CMISC Reimbursable Out-of-Pocket Expenses which would be allocated to a Fund for such month in accordance with the methodology described below under the heading Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses.
CMISC Reimbursable Out-of-Pocket Expenses means (i) networking account fees paid to dealer firms by CMISC on shareholder accounts established or maintained pursuant to the National Securities Clearing Corporations networking system, subject to a maximum annual rate of up to 0.20% of the month end value of the Funds shares maintained in networked accounts of each dealer firm, and (ii) out-of-pocket expenses incurred on behalf of the Funds by CMISC for stationery, forms, postage and similar items and those expenses identified as Out-of-Pocket Expenses below.
Direct Account Fee means $38.50 for the period from July 1, 2017 through December 31, 2017 and $40.50 for the period from January 1, 2018 through June 30, 2018.
Intermediary Controlled Account Rate means 0.0088% for the period from July 1, 2017 through July 31, 2017, and thereafter shall be the rate equal to (x) the amount approved or ratified by the Board to approximate the projected expenses of servicing intermediary controlled accounts (including an agreed-upon margin), divided by (y) the net assets of intermediary controlled accounts invested in funds within the Columbia Fund complex for which CMISC serves as transfer agent (excluding any variable portfolio funds). For any given month, CMISC shall calculate the Intermediary Controlled Account Rate based on net assets of applicable Columbia Funds as of the 15 th day of the month preceding such month (or the next succeeding business day if the 15 th day of the preceding month is not a business day). For example, the Intermediary Controlled Account Rate effective September 1, 2017 shall be calculated based on net assets as of August 15, 2017.
Out-of-Pocket Expenses also include, but are not limited to, the following items:
| Printing, storage and programming costs associated with, but not limited to envelopes, checks, confirmations and stationery |
| Postage bulk, pre-sort, ZIP+4, barcoding, first class |
| Telephone and telecommunication costs, including all lease, maintenance and line costs |
| Proxy solicitations, mailings and tabulations |
| Daily & Distributions advice mailings |
| Implementing, monitoring or processing any Stop Orders |
| Shipping, Certified and Overnight mail and insurance |
| Year-end forms and mailings |
| Duplicating services |
| Courier services |
| National Securities Clearing Corporation charges related to fund transactions |
| Record retention costs including but not limited to the storage, movement, destruction, retrieval and handling charges |
| Data processing and storage for anti-market timing omnibus monitoring |
| Creation and maintenance of on-line records including reports, shareholder and dealer statements, year-end forms, and regulatory mailings |
| Third party quality control assessments |
| Compliance items including, but not limited to, lost shareholder review, lost certificate filings and compliance programs |
| Electronic website linkages to third party account management applications |
| Regulatory mailings inclusive of costs related to electronic delivery of such documents. |
| At the request, or with the consent of the Trust, such other miscellaneous expenses reasonably incurred by CMISC in performing its duties and responsibilities under this Agreement. |
The Funds agree that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with CMISC. In addition, the Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the Agreement.
Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses
CMISC Reimbursable Out-of-Pocket Expenses are allocated to the Funds as follows:
A. | Identifiable | Based on actual services performed and invoiced to a Fund. | ||
B. | Unidentifiable |
Allocation will be based on three evenly weighted factors.
number of shareholder accounts
Number of transactions
Average assets |
1 | Prior to November 1, 2017, Institutional 2 Class shares were known as Class R5 shares and Institutional 3 Class shares were known as Class Y shares. |
IN WITNESS WHEREOF, the parties hereto have caused the forgoing Schedule A and Schedule B to be duly executed as of March 7, 2018.
COLUMBIA FUNDS SERIES TRUST I,
on behalf of their respective series listed on Schedule A
By: |
/s/ Christopher O. Petersen |
|
Name: Christopher O. Petersen | ||
Title: President |
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By: |
/s/ Lyn Kephart-Strong |
|
Name: Lyn Kephart-Strong | ||
Title: President |
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM |
May 4, 2018
Columbia Funds Series Trust I
225 Franklin Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities Act of 1933, as amended (the Act ), and to offer and to sell from time to time shares of beneficial interest (the Shares ) of Multi-Manager International Equity Strategies Fund (the Fund ), a series of Columbia Funds Series Trust I (the Trust ).
We act as counsel for the Trust and have examined the Trusts Agreement and Declaration of Trust and amendments thereto on file at the office of the Secretary of the Commonwealth of Massachusetts (collectively, the Agreement and Declaration of Trust ) and the Trusts By-Laws. We have also examined such other documents as we deem necessary for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the issue and sale by the Trust of an unlimited number of Shares of the Fund has been duly authorized under Massachusetts law. Upon the original issue and sale of any such authorized but unissued Shares and upon receipt by the Trust of the authorized consideration therefor in an amount not less than the applicable net asset value, the Shares so issued will be validly issued, fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a Massachusetts business trust. Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or its trustees. The Agreement and Declaration of Trust provides for indemnification out of the property of the Fund for all loss and expense of any shareholder of the Fund held personally liable solely by reason of his or her being or having been such a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund itself would be unable to meet their obligations.
We understand that this opinion is to be used in connection with the registration of an indefinite number of Shares of the Fund for offering and sale pursuant to the Act. We consent to the filing of this opinion with and as part of your registration statement on Form N-1A relating to such offering and sale.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP
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. |
7
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.
8
(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.
9
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
10
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.
11
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.
12
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.
15
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.
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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.
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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. |
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| 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.
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| 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.
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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.
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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
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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.
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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
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law, or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
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E XHIBITS
Exhibit 1 Sample Letter to Brokerage Firm
TO: | Broker-Dealer |
RE: | Account #: | |||||
Date of Establishment: |
Dear Sir/Madam:
Please furnish to Prudential Financial, Inc. (Prudential), copies of all trade confirmations and account statements with respect to all transactions for the above listed account(s). Please include all transactions in shares of unit investment trusts, exchange traded funds and all closed-end mutual funds.
Copies of these confirmations and statements should be sent to Prudential, as trades are effected, addressed as follows:
Prudential Financial, Inc.
Compliance Department
P.O. Box 919
Newark, NJ 07101-9998
This request is being made pursuant to NASD Rule 3050 and/or Rule 204-2(a) of the Investment Advisers Act, as applicable.
Very truly yours,
cc: | Vice President, Compliance | |
Compliance Department |
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Exhibit 2a Acknowledgment of the Personal Securities Trading Standards - US
Protegent
| 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 |
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,
|
|
|||||||||
Full Name of Employee | Business Unit/Location | |||||||||
|
|
|||||||||
Signature | Date | |||||||||
List of all Accounts | ||||||||||
Name of Individual | Name of Institution | Account Number | ||||||||
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Exhibit 2b - Acknowledgment of the Personal Securities Trading Standards - International
,
● | Charles Schwab |
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● | 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 |
|
|
|||||||||
Full Name of Employee | Business Unit/Location | |||||||||
|
|
|||||||||
Signature | Date | |||||||||
List of all Accounts | ||||||||||
Name of Individual | Name of Institution | Account Number | ||||||||
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Exhibit 3 Preclearance and Reporting of Personal Transactions
Investment Category/ Method |
Sub-Category |
Reportable (Yes/No) |
Requires
Pre-
and Investment Personnel 92 ,93 |
Comments | ||||
Bonds |
ABS | Yes | Yes | |||||
Agency | Yes |
Yes only QMA & FI Investment Personnel; for all others no preclearance required. |
||||||
CMOs Convertibles Corporates MBS |
Yes Yes Yes Yes |
Yes Yes Yes Yes only FI Investment Personnel; for all others No preclearance required. |
||||||
Municipals Public Offerings Treasury Bills, Treasury Notes, Treasury Bonds |
Yes Yes No |
Yes Yes Yes - only FI Investment Personnel; for all others No preclearance required.
|
||||||
Stocks ( Purchases and sales of Individual Stocks ) |
Common (non-Prudential securities) | Yes | Yes | Private-Side | ||||
Common (Prudential securities only) |
Yes
|
Yes- exceptions apply, see comments |
Associates must preclear initial public offerings of securities, see Section VI.I. | |||||
Optional Dividend Reinvestments | Yes | Yes | ||||||
Preferred | Yes | Yes | ||||||
Public Offerings (Initial & Secondary) | Yes | Yes | ||||||
Rights | Yes | Yes |
Transactions in Prudential only need to be precleared by employees of QMA, including its support functions, and Designated Persons at levels 1 6 and 56A and 560. |
|||||
Warrants | Yes | Yes | ||||||
Dividend Reinvestments Plans (Initial Enrollment) | Yes- except for Prudential Stock |
Yes- except for Prudential stock |
||||||
Automatic Dividend Reinvestments | No |
No- However, initial enrollments require preclearance.
|
||||||
Private Placements including Limited Partnerships and Hedge Funds
|
Yes | Yes | Private-Side Associates must preclear private placement transactions, see Section VI.H. |
92 Designated Persons must preclear transactions in Prudential securities, See Section III.B.5. for more details.
93 If you do not see a particular security listed below, please check with your business unit compliance officer for reporting and preclearance requirements.
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Investment Category/ Method CONTINUED | Sub-Category |
Reportable
(Yes/No) |
Requires Pre- clearance for Access and Investment Personnel 94 |
Comments | ||||
Open End Mutual Funds- For Designated and Covered Persons |
Proprietary Non Proprietary Prudential Financial, Inc. Common Stock Fund 529 Plans |
No
No Yes
No |
See rules below for Access and Investment Persons. Designated Persons at levels 1 6 and 56A and 560 must preclear all transactions in Prudential securities. |
Transactions of the Prudential Financial, Inc. Common Stock Fund executed in the PESP plan are fed electronically to FIS PROTEGENT PTA. | ||||
Open End Mutual Funds- |
Exchange Traded Funds
Non-proprietary subadvised Non-Money Market Proprietary and Non-Proprietary Off- Shore Funds
Money Market Funds
529 Plans |
Yes
Yes Yes 95
Yes 95
No No No 96 |
Yes- see comments No No
No
No No No |
All ETFs must be precleared, including those registered as open end mutual funds. Proprietary Funds include PGIM Investments, Target, Advanced Series Trust, and Variable Contract Accounts 2, 10 & 11. A list of non- proprietary subadvised funds can be found in Exhibit 8 .
|
||||
Employees working within or supporting Pruco Securities, PCG, PGIM Real Estate excluding GRES, PGIM Real Estate Finance; and certain support functions within PGIM are not required to preclear exchange-traded funds.
|
||||||||
Closed End Funds & Unit Investments Trusts |
Affiliated Funds
Affiliated Unit Investment Trusts Non-Affiliated Funds Non-Affiliated Unit Inv. Trusts |
Yes
Yes Yes Yes |
Yes
No-
see comments
No- see comments |
All ETFs must be precleared, including those registered as unit investment trusts. |
94 Designated Persons at levels 1 6 and 56A and 560, as well as QMA Designated Persons must preclear transactions in Prudential securities, See Section III.B.5 . for more details.
95 This requirement only applies to the funds for which the employee is deemed to have access. See Exhibit 8 for details or contact your business unit compliance officer.
96 529 plans purchased through a broker-dealer are reportable.
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Investment
Category/ Method CONTINUED |
Sub-Category |
Reportable (Yes/No) |
Requires
Pre-
|
Comments | ||||
Stock or Option Bonus Awards | Shares or Options received as part of Compensation: |
Prudential employee stock or option bonus awards and subsequent transactions (i.e., option exercises and sales of RS, RSUs and PS) are electronically reported to the Securities Monitoring Unit. Only Designated Persons at levels 1 6 and 56A and 560 and employees of QMA and its support functions must preclear these transactions.
For Non-employee option bonus awards, the receipt is not reportable. However, the receipt of a stock award is reportable. The sale of stock or the exercise of an option is a reportable event. |
||||||
Prudential Employees |
Receipt of grant, including Options, Restricted Stock (RS), Restricted Stock Units (RSUs) Performance Shares (PS) Performance Units (PUs) |
Yes- see comments | No | |||||
Exercise of Employee Stock Options (including employee stock options from a former employer) |
Yes- see comments |
Yes- see comments |
||||||
Sale of RS, RSUs, PS, or PUs |
Yes- see comments |
Yes- see comments |
||||||
Non-Pru Employee/ Household Member |
Options received as part of Compensation
Shares received as part of Compensation |
No
Yes |
No
No |
|||||
Exercise of Employee Stock Options |
No |
No |
||||||
Sale of Stock Received
|
Yes |
Yes |
||||||
PSPP Transactions |
Yes- exceptions apply, see comments |
Yes- exceptions apply, see comments | PSPP elections and purchases do not have to be precleared by Access and Investment Persons. However, the sale of shares acquired through the plan must be precleared by employees of QMA and its support functions. All other Access and Investment Persons need not preclear PSPP transactions. | |||||
For Designated Persons, additional rules apply. See Exhibit 4.
|
97 Designated Persons must preclear transactions in Prudential securities, See Section III.B.5 . for more details.
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Investment
Category/ Method - CONTINUED |
Sub-Category |
Reportable
(Yes/No) |
Requires
Pre-
Personnel 98 |
Comments | ||||
Gifts |
||||||||
Prudential securities | Gifts given and received |
Yes- exceptions apply, see comments |
Yes- exceptions apply, see comments | Only employees of QMA, including its support functions, and Designated Persons at levels 1 6 and 56A and 560 must preclear gifts of Prudential securities. | ||||
All other gifts |
Given by Employee - Bonds and/or Stock Received by Employee - Bonds and/or Stock |
Yes
No |
Yes
No |
For non-Prudential securities, a gift given to a charity is reportable, however, the receipt of a gift is not a reportable transaction under the Personal Securities Trading Standards. Please see the Gift and Entertainment Policy for additional reporting requirements for gifts. | ||||
Commodities |
Other Commodities | No | No | |||||
Annuities & Life Insurance Contracts w/Investment Components (e.g. Variable Life) |
Affiliated Non Affiliated |
Yes** Yes** |
No No |
** Investment Personnel, Access Persons and Private-Side Associates must report transactions of both affiliated and non- affiliated variable life and annuities contracts where the underlying investment components invest in proprietary and/or certain subadvised non-proprietary mutual funds. In addition, any underlying sub-account transactions are also reportable. |
Exhibit 4 DRIP, PESP and PSPP Requirements Relating to Designated Persons
DRIP Requirements
PESP Transactions |
Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
98 | Designated Persons must preclear transactions in Prudential securities, See Section III.B.5. for more details. |
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Prudential Stock Dividend Reinvestment Plan Enrollment
|
Permitted No Preclearance required |
Permitted |
PESP Requirements
PESP Transactions | Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
||
Transfers/Exchanges into or out of the PFI Common Stock Fund |
Permitted - Preclearance
and 560, as well as QMA
|
Prohibited |
||
Allocation Changes
to
|
Permitted - No preclearance
|
Permitted |
||
Automatic Rebalancing
|
Permitted - Preclearance
Designated Persons |
Prohibited |
||
On-Demand Rebalancing
|
Permitted - Preclearance
|
Prohibited |
99 There are two types of rebalancing features, automatic (quarterly) and on-demand (ad hoc at your request), which may be used so your current PESP account is rebalanced to reflect your designated target investment allocation. Designated Persons may elect automatic rebalancing upon preclearance during an open trading window even though rebalancing may occur during a blackout period.
100 When selecting on-demand rebalancing, if all sources or company match 2 (mandatory employer directed match) is selected, then any money previously moved out of company match 2 will be moved back into the company stock fund. Preclearance is therefore required.
67
PESP Transactions
(CONTINUED) |
Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
||
Loan Initiations |
Permitted - Preclearance for Designated Persons levels 1 6 and 56A and 560, as well as QMA Designated Persons, required if funds will be taken from the PFI Common Stock Fund. |
Permitted The proceeds for the loan will be taken from all your investments except for the PFI Common Stock Fund.
Preclearance is not required. |
||
Single Lump Sum Repayments |
Permitted - Preclearance required for Designated Persons levels 1 6 and 56A and 560, as well as QMA Designated Persons, if funds will upon repayment be invested in the PFI Common Stock Fund |
Permitted if funds, upon repayment, will not be invested in the PFI Common Stock Fund
Otherwise Prohibited |
||
Catch-up Contributions (generally available for those age 50 and older who meet the PESP rules) |
Permitted No preclearance required | Permitted | ||
GoalMaker Elections | Permitted - No preclearance required |
Permitted if you are not currently allocating funds to the PFI Common Stock Fund AND if none of your assets (other than the company directed match) are invested in the PFI Common Stock Fund
Otherwise Prohibited |
68
PESP Transactions
(CONTINUED) |
Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
||
Disbursements from the PFI Common Stock Fund for an In-Service Withdrawal | Permitted - Preclearance required for Designated Persons at levels 1 6 and 56A and 560, as well as QMA Designated Persons |
Prohibited from the PFI Common Stock Fund. However, you MAY receive a disbursement from your other PESP investments. Contact 1-800-PRU-EASY for more information. |
||
Disbursements from the PFI Common Stock Fund for a Hardship Withdrawal |
Permitted No preclearance required | Permitted | ||
Employee Stock Ownership Plan (ESOP) dividend elections
|
Permitted No preclearance required | Permitted | ||
Changing your Contribution Rate a/k/a Deferral Rate (includes After Tax and Before Tax) |
Permitted No preclearance required | Permitted | ||
Prudential Supplemental Employee Savings Plan (SESP) |
Permitted No preclearance required |
Permitted |
69
PSPP Requirements
PSPP Transactions | Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
||
PSPP Enrollment | Permitted No preclearance required | Permitted | ||
PSPP Contribution Rate Change | Permitted No preclearance required | Permitted | ||
PSPP Suspension |
Permitted No preclearance required | Permitted | ||
PSPP Withdrawals
|
Permitted No Preclearance required | Permitted | ||
PSPP Sale |
Permitted Preclearance required for Designated Persons at levels 1 6 and 56A and 560, as well as QMA Designated Persons |
Prohibited |
70
Exhibit 5 Index Option and Futures Transactions in Broad-Based Indices that are Exempt from Preclearance & Short-Term Trading Prohibitions
71
72
Exhibit 6 Personal Securities Holdings Report
Reviewed by: Initials: Date:
Business Unit Compliance Officer
Personal Securities Holdings Report
To: |
Securities Monitoring Unit Compliance Department |
|||
From: | Employee ID: | |||
Department: | Division: | |||
Signed: | Date: |
I currently have no securities holdings to report: | ||
Employees Initials |
Listed below are all securities that I held, including those in which I had a direct or indirect beneficial interest, as of a date within the previous 45 days, as required by the Personal Securities Trading Standards and the Mutual Fund Code of Ethics.
Public Securities (including proprietary and non-proprietary subadvised mutual funds). Please indicate if security was acquired through an initial public offering (IPO).
Title of Security |
Number Of Shares |
Mkt Value/ Principal Amt |
Broker-Dealer or Institution |
Account Number |
Ticker IPO |
|||||
Private Securities (e.g., hedge funds, limited partnerships, private placements).
Title of Security |
Number Of Shares |
Mkt Value/ Principal Amt |
Broker-Dealer or Institution |
Account Number |
||||
73
Exhibit 7 Section 16 Insiders and Designated Persons Preclearance Request Form
This form is for preclearing transactions in Prudential securities (including equity and debt securities). Please include all requested information. An associate from the Securities Monitoring Unit of the Compliance Department will review and respond to this request. The response will indicate that your request has either been approved or denied. A request is not considered approved until you receive a confirmation of approval from the Securities Monitoring Unit. For employees located in North or South America, preclearance is only valid until the close of the market on the day approval is granted. Employees located outside of North and South America are granted preclearance approval for two business days counting the date of approval as the first business day, however trades must be executed before the trading window closes. Preclearance Forms should be faxed to the Securities Monitoring Unit at (973) 802-7454 [International Fax Number +1-973-802-7454] .
Part I Information on Individual Requesting Preclearance:
Name: Phone #: Fax #:
Department: Division:
In making this transaction, I understand it is my personal obligation under federal securities law not to trade securities of Prudential Financial, Inc. while in possession of material nonpublic information about the Company. This obligation continues during open trading windows and even where I have had a trade precleared.
[Employees Signature] |
If you have any questions, please contact Hillary Lorenzo at (973) 367-9358 [International +1-973-367-9358] or Richard Baker at (973) 802- 6691 [International +1-973-802-6691].
Part II - Transaction Information:
Date: Number of Shares/Options:
Transaction Type:
Open Market Transactions
Buy
Sell*
Gift
Stock Option Exercises
Cashless Exercise (Exercise and Sell all Options)
Exercise & Sell to Cover (Exercise and Sell only enough shares to cover option cost and taxes)
Exercise & Hold (Exercise options and hold shares no sale involved)
Prudential Employee Savings Plan (PESP) Transactions
Exchange (into or out of Company Stock Fund)
Disbursement (from Company Stock Fund)
Loans (impacting Company Stock Fund)
Single Lump Sum Loan Repayment (impacting Company Stock Fund)
Rebalancing (impacting Company Stock Fund)
Prudential Stock Purchase Plan (PSPP) Transactions
Sell (stock previously obtained from the PSPP)
Other Benefit Plan Elections
Deferred Compensation Transactions (impacting Company Stock Fund)
Asset Type: | Common Stock Employee Stock Option Company Stock Fund | |
Bonds (including Convertible Bonds) |
* I confirm that I currently hold securities to cover this transaction. (Note that this question applies to all sales due to the fact that short sales are prohibited.) (employees initials)
Account in which transaction will take place: | Brokerage Firm | |
Account No. |
74
Part III Information To Be Completed by Section 16 Insiders Only:
Have you traded the same or equivalent security for your personal account, accounts in which you have a beneficial interest, such as accounts of your spouse or family members, or accounts over which you maintain investment discretion within the past six months? If yes, the Securities Monitoring Unit may contact you for additional information.
Comments:
Part IV Compliance/Law Response
Compliance Response: APPROVED :
DENIED: REVIEWER : DATE/TIME:
Law Response (for Section 16 Insiders Only): APPROVED : DENIED: REVIEWER :
DATE/TIME:
75
Exhibit 8 Non Proprietary Subadvised Mutual Funds 101
QMA Subadvised Funds reportable and subject to the sixty day holding period for all QMA division employees and support functions with access to QMA investment information (and therefore must preclear against QMA activity). This includes Investment, Operations, Systems, Finance and Compliance teams, as well as certain PGIM Operations and Systems divisions such as Enterprise Reporting, PAM Support/Maintenance and Sec Lending Support teams. This will also apply to any dual hat employees subject to both Jennison and QMAs Personal Securities Trading Standards.
SEI Institutional Investments Trust (SIIT) Large Cap Disciplined Equity Fund
SEI Institutional Managed Trust (SIMT) Mid-Cap Fund
USAA Cornerstone Strategy Fund
USAA Global Strategies Fund
USAA First Start Growth Fund
Trans America Market Participation Strategy (MPS)
PGIM Fixed Income Subadvised Funds reportable and subject to the sixty day holding period for all employees and support functions with access to PGIM Fixed Income investment information and therefore must preclear against PGIM Fixed Income activity. This includes Investment, Operations, Systems, Finance and Compliance teams, as well as certain PGIM Operations and Systems divisions such as Enterprise Reporting, PAM Support/Maintenance and Sec Lending Support teams. This will also apply to any dual hat employees subject to Jennisons, Fixed Incomes and Prudential Investments Personal Securities Trading Standards.
Fidelity Strategic Advisers Core Income Fund
Fidelity Strategic Advisers Core Income Multi-Manager Fund
Edward Jones Bridge Builder Bond Fund
Jennison Subadvised Funds reportable and subject to the sixty day holding period for all Jennison employees who preclear against Jennison activity, including any dual hat employees subject to both Jennison and QMAs Personal Securities Trading Standards .
Edward Jones Bridge Builder Large Cap Growth Fund
Harbor Funds Harbor Capital Appreciation Fund
John Hancock Funds II Capital Appreciation Fund
John Hancock Funds II Natural Resources Fund
SEI Institutional Investments Trust - Long Duration Fund
SEI Institutional Investments Trust Core Fixed Income Fund
SEI Institutional Managed Trust Core Fixed Income Fund
SEI Institutional Managed Trust U.S. Fixed Income Fund
HC Capital Trust The Growth Equity Portfolio
HC Capital Trust The Institutional Growth Equity Portfolio
Transamerica Funds Transamerica Jennison Growth
101 The reporting and holding period requirements for non-proprietary subadvised funds are applicable for only the funds to which the employee is deemed to have access. Contact your business unit compliance officer for additional information. Please note, these restrictions on Pru subadvised funds do not currently apply to PGIM Real Estate, PGIM Real Estate Finance, PCG, PGIM Global Partners, and PGIM Investments employees as these units do not subadvise any non-proprietary funds.
76
Transamerica Partners Portfolios Transamerica Partners Large Growth Portfolio
Vanguard Morgan Growth Fund
Vanguard World Fund Vanguard US Growth Fund
Transamerica Series Trust Transamerica Jennison Growth VP
John Hancock Trust Capital Appreciation Trust
Metropolitan Series Fund, Inc. Jennison Growth Portfolio
Ohio National Fund, Inc. Capital Appreciation Portfolio
Columbia Funds Variable Series Trust II Variable Portfolio - Jennison Mid Cap Growth Fund
Franklin K2 Alternative Strategies Fund
77
Exhibit 9 Initial Public Offering and Private Placement Preclearance Form for Access Persons and Private-Side Associates
This form is for preclearing transactions in Initial Public Offering (IPOs) and Private Placements for Access Persons and Private-Side Associates. Please include all requested information and submit the form to your business unit compliance officer. Your business unit compliance officer will review and respond to this request. The response will indicate that your request has either been approved or denied. A request is not considered approved until you receive a confirmation of approval from your business unit compliance officer.
Part I Information on Individual Requesting Preclearance:
Name: Phone #: Fax #:
Department: Division:
Registered Representative: (Yes) (No)
Please be advised that Registered Representatives are prohibited from participating in initial public offerings.
Employees signature:
Part II - Transaction Information:
Date: Number of Shares/Options:
Transaction Type:
Initial Public Offering |
Private Placement/Limited Partnership (A copy of the subscription agreement must be submitted to the Securities Monitoring Unit of the Compliance Department). |
Name of Issuer:
Account in which transaction will take place:
Brokerage Firm
Account No.
Comments:
Part IV Compliance/Law Response
Compliance Response:
APPROVED : DENIED: REVIEWER : DATE/TIME:
78
Exhibit 10 PESP Requirements Relating to PRREF Covered Individuals
Type of PESP
Transaction |
During Open PRREF
Trading Windows |
During PRREF Blackout
Period (PRREF Closed Trading Windows) |
||
Initial PRREF Enrollment | Permitted | Permitted | ||
Initial Enrollment in Goal Maker | Permitted | Prohibited | ||
Automatic Rebalancing Elections | Permitted |
Permitted only if you are not allocating funds to PRREF or do not have funds invested in PRREF. |
||
On-Demand Rebalancing | Permitted | Permitted only if you do not have funds invested in PRREF. | ||
Changes to Employee Contribution Rate | Permitted | Permitted | ||
Allocation Changes to PRREF |
Permitted | Permitted | ||
Catch-up Contributions | Permitted | Permitted | ||
Fund Transfers In/Out of PRREF | Permitted | Prohibited | ||
In-Service Withdrawals | Permitted |
Prohibited from PRREF. However, you MAY receive a disbursement from your other PESP investments. |
||
Hardship Withdrawals | Permitted | Permitted | ||
Loan Initiation | Permitted |
Permitted The proceeds for the loan will be taken from all your investments except for PRREF. |
||
Lump Sum Loan Repayment | Permitted |
Permitted if loan was taken during a closed window. (Loans taken during a closed window are blocked from PRREF and repayment is not invested in PRREF regardless of trading window status at time of repayment.)
Permitted if loan was taken during open window and current allocations are not going to PRREF (repayment of funds will be invested based on current allocations).
Otherwise Prohibited.
|
79
CODE OF ETHICS
April 1, 2017
Table of Contents
1. |
General Principles |
- 1 - | ||||
2. |
Administration and Interpretation |
- 1 - | ||||
3. |
Personnel Covered by the Code of Ethics Covered Persons |
- 1 - | ||||
4. |
Restrictions on Disclosure of Confidential Information |
- 2 - | ||||
5. |
Compliance with Laws and Regulations |
- 3 - | ||||
6. |
Additional Fiduciary Obligations |
- 5 - | ||||
7. |
Gift Policy |
- 6 - | ||||
8. |
Outside Business Activities |
- 8 - | ||||
9. |
Personal Securities Trading by Access Persons |
- 9 - | ||||
10. |
Acknowledgements. |
- 14 - | ||||
11. |
Duty to Report Violations. |
- 14 - | ||||
12. |
Accountability for Violations of this Code. |
- 15 - | ||||
13. |
Record Keeping. |
- 15 - | ||||
14. |
Amendments and Reporting. |
- 15 - |
Page | i |
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP
CODE OF ETHICS
1. | General Principles |
Our position as a fiduciary to clients imposes fundamental standards of conduct on our firm and our personnel. We must at all times act in good faith in accordance with the law and place client interests first, avoiding actual conflicts, and situations that could create the appearance of a conflict, between personal and firm or client matters. We seek to foster a reputation of integrity and professionalism. The confidence and trust placed in our firm by clients must be valued and protected by us. This Code of Ethics (Code) establishes ethical standards and requirements for personal activities and the protection of client information that are intended to ensure compliance with these standards.
In addition, the Investment Advisers Act, the Investment Company Act, Commodity Exchange Act and other SEC rules impose requirements intended to prevent firm personnel from taking unfair advantage of clients and other market participants. This Code incorporates these legal requirements, so that any violation of these rules would also result in the violation of the Code.
2. | Administration and Interpretation |
The Code is administered by Regulatory Compliance under the general supervision of the firms Chief Compliance Officer (CCO). The CCO is responsible for the administration, application and interpretation of the Code. The CCO may delegate responsibility of administering aspects of the Code to one or more members of Regulatory Compliance or, with respect to specified approvals, the Chief Executive Officer or Chief Investment Officer.
Any provision of this Code that is not required by law may be waived by the CCO if such waiver is consistent with the intent of this Code. Any waiver of the provisions in this Code granted by the CCO will be in place for the approval date(s) only.
Because a written code cannot answer all questions raised in the context of business relationships, each Covered Person (as defined below) must take responsibility for recognizing and responding appropriately to specific situations as they arise. If you have a question about the requirements of this Code or the appropriateness of a relationship or action, you should consult with the CCO in advance.
We use a third party software package provided by Compliance Science, Inc. (Compliance Science) to assist with the administration of various aspects of the Code, such as individual certifications and monitoring of personal trading activity. The employee website for Compliance Science is https://secure.complysci.com/default.asp.
3. | Personnel Covered by the Code of Ethics Covered Persons |
3.1 | Covered Persons . This Code applies to Covered Persons which consists of: |
(i) | all officers, directors, employees, partners and/or members of Arrowstreet Capital, Limited Partnership; |
(ii) | all officers, directors, employees, partners and/or members of any corporate affiliate of Arrowstreet Capital, Limited Partnership (defined and identified below); and |
(iii) | select consultants engaged by Arrowstreet Capital, Limited Partnership or its affiliates and made subject to this Code by determination of the CCO, which we refer to as Designated Consultants. |
An affiliate of the firm for purposes of this Code means any direct or indirect parent company of the firm and any
Page | - 1 - |
direct or indirect subsidiary of the firm or any such parent company (excluding any comingled investment vehicle promoted by the firm to institutional investors and for which the firm is the investment adviser/sub-investment adviser or portfolio manager (which we refer to as an Arrowstreet Sponsored Fund)). Currently, our affiliates are Arrowstreet Capital GP LLC, Arrowstreet Capital Holding LLC, Arrowstreet Capital Australia Pty. Ltd. and Arrowstreet Capital Europe Limited. References to we, us, our, or the firm should be considered as references to Arrowstreet Capital, Limited Partnership and its affiliates as the context requires.
In determining whether a consultant should be a Designated Consultant, the CCO shall take into consideration the relevant facts and circumstances of the particular consulting engagement, including:
| the duration of consulting services and term of consulting contract; |
| the services to be performed by consultant; consultants access to firm and/or client proprietary, confidential or sensitive information and data, including trade data and trading systems; and |
| the terms of any other agreements between the firm and the consultant. |
3.1 Access Persons . Certain sections of this Code, such as Section 9 relating to personal trading, apply to Access Persons. Access Persons are Covered Persons that, in connection with their regular functions or duties, make, participate in, or have access to information regarding the purchase or sale of securities by clients (including Arrowstreet Sponsored Funds), investment recommendations, client flows or the portfolio holdings of clients (Trade Information). Regulatory Compliance will notify those who are considered Access Persons (and, if applicable, for what period they are considered Access Persons). Generally a non-executive director of the firm does not meet the definition of Access Person just by virtue of such persons status as a non-executive director. Non-executive directors of the firm (including any non-executive director that is also an equity holder of the firm) will not be considered an Access Person except where such non-executive director in fact makes, participates in, or has access to Trade Information. In such case, the non-executive director shall be treated as an Access Person for such period as the CCO determines.
4. | Restrictions on Disclosure of Confidential Information |
4.1 Within Arrowstreet . Covered Person access to confidential information of the firm and its clients (including Trade Information) should be on a need-to-know basis in the course of such persons performing their assigned duties. Such confidential information may be used only in connection with providing services to the firm and/or its clients and may not be used or exploited for any personal benefit. Covered Persons are reminded that non-executive directors of the firm are not considered Access Persons and therefore Trade Information should not be disclosed to, or discussed with, such directors. In addition, all information provided to Regulatory Compliance pursuant to this Code shall be kept confidential and shared within the firm (and with its advisors) only on a need to know basis. The provisions of this Section 4.1 are at all times subject to Section 4.3 below.
4.2 Outside Arrowstreet . Covered Persons must not disclose confidential information (including Trade Information) of the firm or its clients to any person outside the firm except in accordance with our internal policies governing the disclosure of such information or with the consent of the CCO, Chief Executive Officer or Chief Investment Officer. Disclosure of nonpublic information about portfolio companies and other issuers may also be restricted as described in the section on insider trading below. The provisions of this Section 4.2 are at all times subject to Section 4.3 below.
4.3 Maintenance of Whistleblower Protection . Notwithstanding Sections 4.1 or 4.2 or any other provision herein or in any other firm manual, policy or other document, no confidentiality or other obligation owed by a Covered Person to the firm prohibits a Covered Person from reporting possible violations of law or regulation to any governmental agency or entity under any whistleblower protection provision of U.S. federal or state law or regulation (including Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act 2002) or requires a Covered Person to notify the firm of any such report. In making any such report, however, a Covered Person is not authorized to disclose communications with internal or external counsel to the firm that were made for the purpose of receiving legal advice, that contain legal advice or that are protected by the attorney work product or similar privilege.
Page | - 2 - |
5. | Compliance with Laws and Regulations |
5.1 General . Every Covered Person must comply with, and must endeavor to ensure that our firm complies with, all applicable laws and regulations. These may include, among others: Investment Advisers Act (relating to the overall investment advisory business); Investment Company Act (relating to, among other things, advisory services provided to U.S. registered mutual funds); Securities Act and Securities Exchange Act (relating to, among other things, the offer and sale of securities in Arrowstreet Sponsored Funds and SEC reporting requirements); Commodity Exchange Act (relating to, among other things, the advising and trading in futures, options on futures and swaps); Gramm-Leach-Bliley Act (relating to, among other things, privacy of client information) and Dodd-Frank REG S-ID; Bank Secrecy Act (relating to, among other things, money laundering and transactions in currency); Foreign Corrupt Practices Act (relating to, among other things, making payments to foreign officials); rules and regulations of the Commodity Futures Exchange Commission and the National Futures Association; and securities laws and regulations of states and foreign jurisdictions in which we are required to do so by contract, or which are otherwise applicable to us. Every Covered Person is expected to use good judgment and common sense in seeking to comply with applicable laws, rules and regulations and to ask for advice when uncertain about what is required.
5.2 Insider Trading. It is against the law and firm policy for any Covered Person to trade any security, either for a personal account or on behalf of a client or others while aware of material, non-public (inside) information relating to the security or the issuer; and in breach of a duty of trust or confidence owed directly or indirectly to the issuer of that security or its shareholders or to any other person who is the source of the inside information. It may also be illegal, and it is a violation of firm policy, to communicate inside information to someone else in breach of a duty of trust or confidence (known as tipping) or to receive inside information and subsequently trade while in possession of such information (known as tippee liability).
(a) Material Information . Material information is information that a reasonable investor would consider important in making his or her investment decision about an issuer or a security. Generally, this is information the disclosure of which will have an effect on the price of the securities. Examples of material information include revisions to previously published earnings estimates, merger or other significant transaction proposals, significant new products or technological discoveries, litigation, extraordinary turnover in management, impending financial or liquidity problems, and significant orders to buy or sell securities. Pre-publication information regarding reports in the financial press may be material. Other types of information may also be material and as such no complete list can be given.
(b) Non-Public Information . Information is non-public or inside information until it has been made available to investors generally, e.g. the wire services or other media, or an SEC filing, and the market has had time to digest it. The amount of time required depends on the amount of attention paid to the issuer in the markets, varying from a couple of hours for the largest companies to several days in the case of thinly traded issues.
(c) A Duty of Trust or Confidence. In addition to the sort of insider relationships such as acting as a director of or adviser to an issuer that impose this obligation, a duty of trust or confidence also exists in other circumstances such as the following:
(iv) | whenever a person agrees to maintain information in confidence; |
(v) | whenever one enters into a relationship the nature of which implies a duty to maintain the information in confidence; and |
(vi) | whenever the person communicating the inside information and the person to whom it is communicated have a practice of sharing confidences, such that the recipient of the information knows or reasonably should know that the person communicating the inside information expects that the recipient will maintain its confidentiality. This may apply to family relationships as well as business relationships. |
Ordinary research contacts by Covered Persons not involving the factors described above or other special
Page | - 3 - |
circumstances should not result in a duty of trust or confidence. However, difficult legal issues may arise when, in the course of these contacts, Covered Persons become aware of material, nonpublic information. This could happen, for example, if an issuers chief financial officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In any case where you believe you have learned material inside information, you should consult Regulatory Compliance about your obligations.
(c) Tender Offers . Information about a pending tender offer raises particular concerns, in part because such activity often produces extraordinary movements in the target companys securities and in part because an SEC rule expressly prohibits trading and tipping while in possession of material, nonpublic information regarding a tender offer.
(d) Penalties . Insider trading or improperly communicating inside information to others may result in severe penalties, including large personal fines and/or imprisonment. In addition, such actions may expose the firm to fines as well as serious legal and regulatory sanctions. We view seriously any violation of these prohibitions and would consider it grounds for disciplinary action, including termination of employment.
(e) Judgments and Concerns about Inside Information . Judgments in this area tend to be made with hindsight. It is particularly unwise to make them on your own, without the input of a disinterested person. Anyone who is unsure whether the insider trading prohibitions apply to a particular situation should:
(i) | report the circumstances immediately to the CCO; |
(ii) | refrain from any trading activity in the respective security on behalf of clients or personally; and |
(iii) | not communicate the inside information to anyone inside or outside of the firm with the exception of the CCO. |
5.3 Market Manipulation . It is essential that no Covered Persons engage in any activity the purpose of which is to interfere with the integrity of the marketplace. Among other things, intentionally manipulating the market is a violation of law and of the firms policies and standards of conduct. The term manipulation generally refers to any intentional or deliberate act or practice in the marketplace that is intended to mislead investors in a security by artificially controlling or affecting the price of such security in the marketplace. For example, manipulation may involve efforts to stimulate artificially the public demand or to create the false appearance of actual trading activity. Practices that may constitute manipulative acts include:
(a) portfolio pumping (submitting orders to purchase securities in a client account near the close of trading on the last day of a period for which performance will be reported ( e.g. , quarter-end));
(b) window dressing (adding or eliminating securities holdings of a client on or around the date for which the clients holdings will be reported solely in order to make the clients holdings appear more favorable to the client ( e.g. , by eliminating a poorly performing holding or acquiring a security that has performed well));
(c) marking the close (executing securities transactions at or near the close with a purpose of inflating the days price);
(d) wash sales (selling a security at a loss and purchasing the same or a substantially similar security soon afterwards);
(e) front running (transacting in a security for ones own account, or the account of client, while taking advantage of advance knowledge of another clients pending transactions (such as client flows));
(f) spreading false rumors;
Page | - 4 - |
(g) disseminating false information into the marketplace that could reasonably be expected to cause the price of a security to increase or decrease;
(h) matching orders (buying a security with a low turnover and subsequently placing contemporaneous buy and sell orders for the security for substantially the same number of securities at substantially the same time and at substantially the same price, with the aim of conveying an appearance of renewed interest in the security);
(i) pumping and dumping (promoting a stock and selling once the stock price has risen following a surge of interest);
(j) painting the tape (buying and selling a security to create the appearance of high trading volume (causing the price of the security to move in a desired direction)); and
(k) cornering and squeezing (attempting to control of a large and dominating security position in a market in order deliberately to increase the price of the security).
The rules against market manipulation do not mean that merely trying to acquire or to dispose of an instrument for investment purposes and incidentally affecting the price is unlawful. Covered Persons with any questions whether any transaction may constitute market manipulation should contact the CCO.
6. | Additional Fiduciary Obligations |
6.1 In General . As fiduciaries, Covered Persons must place client interests first, avoiding conflicts of interest between personal and client and/or firm matters even if not expressly prohibited by law. No Covered Person may:
(a) | employ any device, scheme or artifice to defraud a client; |
(b) | make any untrue statement of material fact or material omission in communications to clients; |
(c) | engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon a client; or |
(d) | engage in any manipulative practice with respect to a client. |
The scope of these prohibitions is very broad. It covers taking advantage of client transactions (including client flows) or information for the benefit of a personal or firm proprietary account, including such practices as scalping, front-running, and (with respect to investment companies advised by us) market timing. In addition, one may not take advantage, for the benefit of a personal or firm proprietary account, of an investment opportunity that is presented because of client activity and, therefore, properly belongs to the client.
In addition, the firm and every Covered Person are prohibited from knowingly purchasing or selling a security or other asset from or to a client account for its, his or her own account.
Investment opportunities (including allocation of partially-filled block trades) must be allocated fairly between client accounts (including Arrowstreet Sponsored Funds).
When we serve as an investment adviser to an investment company, we are bound by any restrictions contractually agreed with such investment company.
All Covered Persons are required to disclose in writing to Regulatory Compliance any situation that creates an actual or potential conflict between their interests and those of the firm or our clients.
6.2 CFA Institute Responsibilities for Investment Personnel . Many of our investment and other professionals are members of the CFA Institute, and are Chartered Financial Analyst® (CFA®) charterholders (or
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candidates to be CFA charterholders). As such, there are additional responsibilities incumbent upon such individuals to comply with the CFA Institutes Code of Ethics. The following rules and responsibilities apply to Covered Persons who are CFA charterholders, candidates to be CFA charterholders and all other research and investment personnel:
(a) Suitability . Our fiduciary duty includes the duty to ensure that the investment advice we provide is suitable for a particular client. When accepting a new client, a reasonable inquiry must be made into the clients investment experience, risk and return objectives, and financial constraints. These issues must also be reassessed regularly. All investment personnel must ensure that each investment decision is consistent with the clients written objectives, mandates, strategies, and constraints.
(b) Performance Presentation . When communicating investment performance information, investment personnel must make reasonable efforts to ensure that it is fair, accurate and complete and, where applicable, compliance with Global Investment Performance Standards (GIPS).
(c) Investment Analysis . Investment personnel must exercise diligence, independence and thoroughness in analyzing investments, making investment recommendations and taking investment actions. They must also have a reasonable basis, supported by appropriate research, for any investment analysis, recommendation or action.
Investment personnel must communicate to clients and prospective clients the general principles of the investment processes used to analyze investments, select securities and construct portfolios, and must promptly disclose any changes that might materially affect those strategies. Investment personnel and marketing representatives should endeavor to provide as much transparency about the investment process and changes to that process as possible without compromising the need to maintain as proprietary many elements of the investment process. When in doubt, senior members of our investment team should be consulted before new or unapproved investment-related information is divulged on an external basis. It is also necessary to distinguish between fact and opinion in the presentation of investment analysis and recommendations.
Records to support investment analysis, recommendations, actions and other investment-related communications with clients and prospective clients must be maintained.
(d) Disclosure of Referral Fees . It is our policy not to pay referral fees or commissions to firm personnel who solicit clients on behalf of the firm.
(e) Responsibilities of Supervisors . Investment personnel must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the CFA Institutes Code of Ethics.
(f) Additional Responsibilities for CFA ® Charterholders . CFA charterholders must not engage in any conduct that compromises the reputation or integrity of the CFA Institute or the CFA designation or the integrity, validity, or security of the CFA examinations. When referring to the CFA Institute, the CFA designation and the CFA program, members and candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA Program.
(g) Additional Responsibilities for Investment Personnel who are National Futures Association Members . Many of our investment and other professionals are members of the National Futures Association (NFA) as an Associated Person (AP). As such, there are additional responsibilities incumbent upon such individuals to comply with NFA rules and regulations. For more information please refer to our CFTC/NFA Compliance Manual.
7. | Gift Policy |
7.1 Gifts are Generally Prohibited. We recognize that giving or receiving Gifts (as defined below) in the course of conducting firm business may give rise to actual or perceived conflicts of interest which could compromise (or call into question) a persons ability to make objective and fair business decisions in the best interests of our firm and clients. Accordingly, our policy is that no Covered Person, while acting for or on behalf of the firm or any client (or otherwise representing the firm in any capacity), shall give or receive any Gift to any
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person or entity (including any client, consultant, or other third party provider of goods and services to the firm or our affiliates, or any service provider under consideration for engagement) except to the extent permitted under this Section 7, and any Gift given or received must meet the following conditions:
(a) the Gift is not prohibited by law (e.g., bribe, kick-back);
(b) the Gift is not in the form of cash or a cash equivalent (such as gift cards or gift certificates);
(c) the Gift is not considered entertainment (e.g., an invitation or ticket to a sporting event, concert, show, certain after work events, or other similar event or activity); and
(d) the Gift is not prohibited by the organizational policies of the giver or recipient.
A Gift is anything of value given or received in relation to our business and specifically does not include execution or research related services from brokers or other service providers as an incident to doing business (the receipt of these items is covered by our Soft Dollar and Broker Incidentals Policy). A Gift can take various forms and includes gratuities, favors, preferential treatment or special arrangements (including entertainment, such as meals, events or activities (regardless of whether the Covered Person pays their own way).
As a best practice, it is advisable to consult with Regulatory Compliance in advance of giving or accepting any Gift that could be construed to violate this Section 7.
7.2 Exceptions to General Gift Prohibition. The following Gifts are allowed under the Code:
(a) Receipt of the following Gifts which are not so frequent, so costly or so expensive as to raise any questions of impropriety:
(i) | logo bearing corporate promotional items (such as a calendars, pens, mugs or the like) intended for business, |
(ii) | perishable items, such as food or beverages, so long as such items are made available for firm-wide consumption, |
(iii) | items of small value (e.g., meals in connection with business meetings) which do not exceed $50 in market value in the aggregate from any single source in any one calendar year for any individual Covered Person; and |
(iv) | invitations to educational or business-related seminars, conferences, webinars, speeches, presentations, roundtables and the like (including if such event includes a meal ancillary to the event). |
(b) Giving the following Gifts which are not so frequent, so costly or so expensive as to raise any questions of impropriety:
(i) | meals in our office to any person for legitimate business purposes; and |
(ii) | meals outside our offices to any client, prospective client or investment consultant by members of Business Development/Client Relationship Management (or any member of any other group participating in such business matters, such as members of Portfolio Management or Research), where such meals are conducted at business appropriate venues for legitimate business purposes. |
(c) Any other giving or receiving of Gifts approved in writing by the Chief Compliance Officer where the giving or receipt of such gift is consistent with the intent of this Section 7.
7.3 Gifts to Taft-Hartley and Public Plan Clients and Prospects . Many U.S. and non-U.S. federal,
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state and local governments, as well as U.S. Department of Labor rules applicable to unions, restrict gratuities to, and entertainment of, representatives benefit plan representatives. The rules vary in different jurisdictions; in some instances, the dollar thresholds above which gratuities or entertainment are unlawful may be quite low. Accordingly, no Gift in any amount should be provided to representatives of governmental or union pension plans without the approval of the CCO.
7.4 Gift Reporting . Covered Persons are required to report to Regulatory Compliance the giving or receiving of any Gift within 30 days of each calendar quarter (other than permitted Gifts described in Section 7.2(a) and (b) above).
7.5 Foreign Corrupt Practices Act . The U.S. Foreign Corrupt Practices Act (FCPA) makes it unlawful for any U.S. company - as well as any of its officers, directors, employees, agents or stockholders acting on its behalf - to offer, pay, promise or authorize any bribe, kickback or similar improper payment to any foreign official, foreign political party or official or candidate for foreign political office in order to assist the U.S. company in obtaining, retaining or directing business. Violators are subject to severe civil and criminal penalties, up to and including imprisonment. Other countries have similar laws, including the UK Bribery Act.
The FCPA not only prohibits direct payments to a foreign official, but also prohibits U.S. companies from making payments to third parties - such as a foreign partner, sales agent or other intermediary - with knowledge that all or a portion of the payment will be passed on to a foreign official. The FCPAs definition of knowledge is broader than actual knowledge. A company is deemed to know that an agent or other intermediary will make an improper payment if it is aware of, but consciously disregards, a high probability that such a payment will be made. The purpose of this standard is to prevent companies from adopting a head in the sand approach to the activities of their foreign agents and partners. Accordingly, before the Firm retains any agent or intermediary who may be involved in soliciting a potential investment from, or other transaction with, a foreign government or government entity, written approval must be obtained in advance from the CCO.
Our policy is to comply with the FCPA and all other applicable laws against bribery and other improper payments. No payment on behalf of the firm shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that prescribed by the documents supporting such payment. It is strictly prohibited for any person, directly or indirectly, to offer to make any bribes, kickbacks, rebates or other payments to any company, financial institution, person or governmental official to obtain favorable treatment in receiving or maintaining business (it being understood that giving meals to any foreign official, foreign political party or official or candidate for foreign political office in the context of business development or client relationship activities where such meals are conducted at business appropriate venues for legitimate business purposes and which are not so frequent, so costly or so expensive as to raise any questions of impropriety should be compliance with these rules.
7.6 Charitable Giving. Covered Persons are advised that donations to certain organizations (many of which appear to be charitable organizations) may result in a violation of the firms Political Activity Policy. Covered Persons are advised to closely review the firms Political Activity Policy and to reach out to Regulatory Compliance prior to making any charitable donations or contributions to any entity or organization that is not a recognized 501(c)(3) entity.
8. | Outside Business Activities |
8.1 Access Persons . Every Access Person must receive approval from Regulatory Compliance prior to engaging in any outside business activity. An outside business activity for purposes of the Code refers to (i) any business or other activity outside the scope of such persons position with the firm for which compensation is received; or (ii) any activity involving investment advice or other securities-related functions whether or not compensated for any person or entity, other than a Member of the Family (or any trust or other investment vehicle established and controlled by any such person). Outside business activities may include the following:
(a) | teaching; |
(b) | consulting; |
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(c) | business association with any person not associated with the firm; |
(d) | service on the board of directors or as trustee of any organization; |
(e) | professional practices; and |
(f) | presentations at seminars and conferences. |
Access Persons may seek approval of any outside business by submitting an approval request via Compliance Science (https://secure.complysci.com/default.asp). Any such request will be reviewed for potential conflicts of interest and such activity may be approved, restricted or disapproved. Such analysis will take into account existing business relationships, including those designated as sensitive by Regulatory Compliance. Outside business activities by Covered Persons are required to be certified annually (refer to applicable certification in Compliance Science https://secure.complysci.com/default.asp).
Compensation received by Access Persons for certain types of outside business activities may be required to be paid to the firm. Access Persons are prohibited from serving as an officer, director, advisor or, or consultant to, a publicly traded company.
8.2 Non-Access Persons . Every non-Access Person must receive approval from the Chief Compliance Officer or Chief Executive Officer prior to engaging in any outside business activity in accordance with agreed upon procedures. Such analysis will take into account existing business relationships, including those designated as sensitive by Regulatory Compliance. Although non-Access Persons may serve as an officer, director, employee or consultant of a publicly traded company, such person shall recuse himself or herself from any firm board matter in which such non-Access Person may be conflicted as a result of such.
9. | Personal Securities Trading by Access Persons |
9.1 In General. Access Persons are required to obtain pre-clearance of transactions in Securities that they Beneficially Own, as described below. They are also required to provide the firm with reports of such Securities transactions and holdings.
9.2 Definitions. The following definitions apply to this Section 9:
(a) Beneficial Ownership means a direct or indirect pecuniary (financial) interest held by the Access Person. Indirect interests include the pecuniary interest of any Member of the Family (defined below) of the Access Person, certain family trusts, family custodial accounts, entities controlled by the Access Person, portfolios from which the Access Person may receive a performance fee, and other circumstances in which the Access Person may profit, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, from transactions in the respective Securities, as defined further in SEC Rule 16a-1(a)(2).
(b) Covered Account means a financial account in which an Access Person has Beneficial Ownership and has the ability to purchase Securities or Restricted Funds.
(c) Electronic Broker(s) means broker-dealers that have the ability to electronically feed Access Person personal holdings and transaction information into Compliance Science and which are approved by the firm for this purpose.
(d) Member of the Family of an Access Person includes (i) the Access Persons spouse, domestic partner or other similar relationship, (ii) the Access Persons children under the age of 18 and any other child who lives in the same household or for whose support the Access Person contributes, and (iii) any of the following who live in the Access Persons household: 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.
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(e) Restricted Fund means any U.S. or non-U.S. registered investment company that is offered to the public and for which the firm serves as an investment adviser or whose investment adviser or principal underwriter controls, is controlled by, or is under common control with the firm. A list of Restricted Funds may be obtained from Regulatory Compliance or may be viewed/printed from the Legal & Compliance page of the firm intranet.
(f) Security means any note, stock, exchange-traded fund (subject to Section 9.3(d)(vi) below), closed-end investment fund, security future, bond, debenture, investment contract, voting-trust certificate, certificate of deposit for a security, any put, call, straddle, option, or privilege on any security or on any group or index of securities, 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 described in Section 2(a)(36) of the Investment Company Act or commonly known as a security, except that Security does not include: (i) direct obligations of the Government of the United States, (ii) foreign currencies traded for exchange conversions and deliverable forward foreign currency contracts (e.g., converting US Dollars to a foreign currency for personal use or presently purchasing a currency for future delivery of a different currency) (iii) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (iv) money market fund shares, (v) shares issued by open-end investment companies that are registered under the U.S. Investment Company Act of 1940 and which are not Restricted Funds, and (vi) units of unit investment trusts that do not invest in Restricted Funds.
9.3 Pre-clearance Requirement . Except as provided in Section 9.3(d), each Access Person must obtain written pre-clearance from Regulatory Compliance before any person effects any transaction in a Security of which the Access Person has (or as a result of which transaction s/he acquires) Beneficial Ownership. For this purpose, transaction means any acquisition or disposition of Beneficial Ownership, which includes but is not necessarily limited to purchases, sales, pledges, gifts, and writing options with respect to the Security. It should be noted that pre-clearance for a transaction in a Security is rarely granted, except under the circumstances described below or in Section 9.3(i).
(a) Automatically Ineligible . Except as provided in Section 9.3(i) below, transactions in (i) Securities that involve or are related to global public equities, (ii) derivative instruments (including futures and swaps) that are likely to be traded on behalf of client accounts, and (iii) non-deliverable currency contracts and other speculative transactions in currencies are, in each case, considered automatically ineligible for pre-clearance as they may conflict with, or give the appearance of conflicting with, client interests.
(b) Likely Eligible . Transactions in Securities other than those described in Section 9.3(a) above are considered likely eligible for pre-clearance. In reviewing these types of pre-clearance requests, we acknowledge that investments in these types of Securities may not present the same potential conflicts of interest and other concerns that arise in transactions identified in Section 9.3(a) above. Similarly, investments by a Member of the Family in employer sponsored investment vehicles, regardless of investment strategy, may not present the same potential for conflicts of interest. Accordingly, Access Persons, or Members of the Family of an Access Person, wishing to invest in these types of Securities are more likely to obtain pre-clearance. Access Persons should be aware that the sale or other disposition of any Securities received in respect of a Security for which pre-clearance was granted (e.g., a distribution of securities in lieu of cash to investors in connection with a private fund portfolio company liquidity event) shall, for the avoidance of doubt, be subject to the firms pre-clearance policy.
(c) Pre-clearance Service Charge Private Investments . Access Persons will be assessed a $1,000 service charge for pre-clearance requests relating to the purchase or sale of private fund investments or other similarly complex private investments, except in the case of proposed investments in employer-sponsored investment funds, in which case the service charge will be $1,000 for a review of the investment program as a whole. Notwithstanding the above, Regulatory Compliance may provide (at no charge) an initial assessment of the likelihood of granting pre-clearance; however, no guarantee of approval of pre-clearance will be made and any requests should allow ample time to review the proposed investment. The service charge will not apply to Securities for which pre-clearance was previously granted, or with respect to pre-clearance requests to sell existing positions as described in Section 9.3(i).
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(d) Exceptions to Pre-clearance Requirement . Pre-clearance is not required for the following transactions:
(i) | The receipt of Securities as a Gift; |
(ii) | Corporate actions in Securities that are involuntary on the part of the Access Person; |
(iii) | Transactions of Securities in an account (A) that was not established by the Access Person or a Member of the Family of the Access Person (B) and over which the Access Person (or any Member of the Family of the Access Person) has no direct or indirect influence or control; |
(iv) | Purchases of Securities pursuant to certain automatic investment plans, so long as pre-clearance is obtained for the establishment of, and for any change in, such plan; |
(v) | The automatic vesting of shares of stock pursuant to an existing stock option or warrant (or similar transaction); |
(vi) | shares or units of any exchange traded fund (ETF) which is included on the list of approved ETFs maintained by Regulatory Compliance and posted on the Legal & Compliance page of the firm intranet. |
Please note that a transaction in Securities may need to be reported under Section 9.4 below, whether or not pre-clearance was required.
(e) Pre-clearance Form . The Pre Clearance Form (refer to applicable certification in Compliance Science https://secure.complysci.com/default.asp) should be used to submit information about a proposed transaction to Regulatory Compliance. Regulatory Compliance will promptly notify each individual of approval or denial via Compliance Science or electronic mail. Approval is valid solely for the period, and on the terms, specified by Regulatory Compliance, unless sooner revoked.
(f) Grounds for Denying Pre-clearanc e. Regulatory Compliance may deny or impose conditions on pre-clearance of any proposed transaction in Securities if in the opinion of the CCO, such transaction would be, or would appear to be, inconsistent with our applicable legal or fiduciary obligations. Reasons for denying pre-clearance may be confidential, and no reason need be stated. Reasons for denying pre-clearance may include, but are not limited to:
(i) | the proposed transaction would occur within a short time before or after any client has traded in the same or a related Security; |
(ii) | the proposed transaction would occur while the same or a related Security is under consideration for an transaction in a client account; |
(iii) | the Security is to be acquired in an initial public offering; |
(iv) | breach (or the appearance of breach) of a duty of trust or confidence to the issuer of the Security; |
(v) | short sales in a security that a client holds long; |
(vi) | price based limit orders; or |
(vii) | large holdings in any one company. |
Regulatory Compliance is entitled to take any relevant consideration into account in determining whether to grant or deny pre-clearance. Among other things, Regulatory Compliance may determine that pre-clearance is warranted notwithstanding any of the factors listed above if the proposed transaction is unlikely to affect a highly liquid market for the respective Security. Regulatory Compliance may revoke a pre-clearance at any time after it is granted and before the transaction is effected.
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(g) Short Term Trading . No Access Person may effect opposite way transactions (i.e. buying and selling or short selling and buying) within a 60-calendar day window in any Security of which he or she has Beneficial Ownership; provided, however, that this Section 3(g) shall not be applicable with respect to transactions in shares or units of any exchange traded fund (ETF) which is included on the list of approved ETFs maintained by Regulatory Compliance as contemplated by Section 3(d)(vi).
(h) Personal Risk . Our compliance procedures may add to the risks involved in trading in short sales or derivative instruments by impeding quick trading decisions often required when trading these instruments. It is important that each Access Person is aware that any financial losses incurred as a result of denial of pre-clearance or other aspects of our compliance policy will not be reimbursed by us.
(i) Quarterly Pre-clearance Procedure for Long-Only Sales . Access Persons may seek pre-clearance on a quarterly basis to sell long-only securities positions held by such Access Person. Selling short or naked selling of derivative instruments such as puts, calls and options are not permitted under this quarterly pre-clearance procedure.
To obtain pre-clearance, a request must be submitted to Regulatory Compliance through Compliance Science in accordance with Section 9.3(f) of the Code at least 10 business days prior to the first business day of a given quarter. Regulatory Compliance will review each pre-clearance request and notify the Access Person of approval or denial via Compliance Science or electronic mail prior to the first business day of the given quarter. If pre-clearance is granted, the Access Person will be permitted to sell such pre-cleared securities positions on either (i) the 30 th day of the quarter for which pre-clearance was granted (if the 30 th day is not a business day, the next business day thereafter); or (ii) such other later date as mutually agreed at the time preclearance was granted.
Pre-clearance, if any, will be valid solely for the trading day specified in the pre-clearance approval notice, and the Access Person must sell all of the securities in the exact share amounts requested included in the pre-clearance approval notice (together with any other Securities received as a result of such holdings (e.g., as a result of a stock split, or stock dividend). If an Access Person sells an amount different than what was pre-cleared for such securities, the Access Person may not be eligible for pre-clearance under this procedure for the following three quarters.
(j) Covered Account Requirements . Access Persons must maintain Covered Accounts with Electronic Brokers; provided that (i) new employees will have 90 days following their start date to transition any Covered Account that is not with an Electronic Broker to an Electronic Broker; and (ii) in the event of a material hardship or any other fact or circumstance that would prevent the establishment or maintenance of a Covered Account with an Electronic Broker, the Chief Compliance Officer may waive such requirement.
9.4 Access Person Reporting Requirements .
(a) Initial and Annual Holdings Reports . (1) No later than 10 days after becoming a Access Person, whether through outside hiring or internal transfer, and (2) during the month of July each year, every Access Person shall (except as provided in Section 9.4(c) below) provide, via Compliance Science, a report to Regulatory Compliance of the following information (which must, respectively, be current (1) not more than 45 days before the date on which the person became a Access Person and (2) as of June 30 of the respective year), as indicated in the Initial Report of Securities Holdings report (refer to applicable certification in Compliance Science https://secure.complysci.com/default.asp):
(i) | the title and exchange ticker symbol or CUSIP number, type of security and number of shares or principal amount of each Security in which the Access Person had any Beneficial Ownership (alternatively, the Access Person may request that duplicate brokerage account statements be sent to the attention of Regulatory Compliance); |
(ii) | the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Securities were held in which the Access Person has Beneficial Ownership; and |
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(iii) | the date that the report is submitted by the Access Person. |
Annual holdings certifications may be certified by way of providing a complete and accurate report of Securities to Regulatory Compliance or by making available brokerage statements to Regulatory Compliance, either through electronic feeds or through providing paper broker statements 1 . Please refer to the Annual Report of Securities Accounts in Compliance Science (https://secure.complysci.com/default.asp) for detailed information on this requirement.
(b) Quarterly Transaction and Broker Account Reports . No later than 30 days after the end of each calendar quarter, every Access Person shall (except as provided in Section 9.4(c) below) report to Regulatory Compliance the following information, as required in the Quarterly Report of Transactions located in Compliance Science (https://secure.complysci.com/default.asp), as applicable 2 .
(i) | With respect to each transaction of any type during the quarter in a Security in which the Access Person had Beneficial Ownership: |
(A) | the date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares or the principal amount of each Security involved; |
(B) | the nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition); |
(C) | the price of the Security at which the transaction was effected; |
(D) | the name of the broker, dealer or bank with or through which the transaction was effected; and |
(E) | the date that the report is submitted by the Access Person. |
(ii) | Except as provided in 9.4(c) below, with respect to each account maintained by the Access Person in which any Securities were held during the quarter in which the Access Person had any direct or indirect Beneficial Ownership: |
(A) | the name of the account holder; |
(B) | account type; |
(C) | the name of the broker, dealer or bank with which the Access Person established the account; |
(D) | the date the account was established; and |
(E) | the date that the report is submitted by the Access Person. |
1 | See guidance for this methodology as described in Investment Adviser Code of Ethics; Final Rule, Advisers Act Release No. IA-2256 (July 2, 2004) n.32. |
2 | Access Persons who provide copies of confirmations of trades and periodic brokerage statements to the Compliance Officer need only certify that no other Securities transactions took place during the quarter, provided that such confirmations and periodic statements (i) are provided to the Compliance Officer by the deadline required for the quarterly report in which the transactions or brokerage accounts must be reported and (ii) include all information required under Section 9.4(b) of this Code. |
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(iii) | The Access Person shall also instruct each such broker, dealer or bank to send copies of all confirmations of trades and periodic account statements directly to Regulatory Compliance or set up electronic feeds (where applicable) to the firms software vendor allowing systematic receipt of trade confirmations and account statements. |
(c) Exception to Reporting Requirements . All brokerage or similar accounts that hold, or are eligible to hold, Securities and in which an Access Person or Member of the Family of an Access Person has a pecuniary interest must be reported, other than:
(i) | any account (i) that was not established by the Access Person or a Member of the Family of the Access Person (ii) and over which the Access Person (or any Member of the Family of the Access Person) has no direct or indirect influence or control; |
(ii) | an automatic investment plan; provided, that in each case, the exclusion of such account has been approved by Regulatory Compliance; |
(iii) | an account established as a qualified tuition program pursuant to Section 529 of the Internal Revenue Code (529 Plans) if we do not manage, distribute, market, or underwrites the 529 Plan or the investments and strategies underlying the 529 Plan; and |
(iv) | an account that, by its terms, may not hold Securities (e.g., a 401(k) or 403(b) account, or an account maintained at a mutual fund company (e.g., Vanguard)); provided, that in each case, the exclusion of such account has been approved by Regulatory Compliance. |
(d) Review of Reports . Regulatory Compliance will review transactions and holdings reports (or data feeds) received within a reasonable time after receipt and will carry out periodic testing procedures designed to provide reasonable assurance that the transactions and holdings reported are not in violation of this Code. Such procedures will not only review compliance with internal policies but will also review whether personal trades were made at the detriment of client trading activities. Regulatory Compliance is responsible for communicating all potential issues noted to the CCO for further investigation and resolution.
(e) Notice - Personal Trading Rules Subject to Change. Our personal trading rules are subject to change. For example, the firm may expand its product set to include a broader universe of instruments, and the firms eligibility policy described in Section 9.3(a) and (b) may be further limited at that time. Similarly, the list of approved exchange traded funds for purposes of Section 9.3(d) and the list of Restricted Funds may change. While it is expected that any existing investments in a Security held by an Access Person (including any approved private funds) would be grandfathered, additional trading restrictions may apply, including liquidity restrictions.
10. | Acknowledgements. |
Regulatory Compliance will furnish copies of this Code and all amendments hereto to all Covered Persons (including posting on the Legal & Compliance page of the firm intranet). Annually (and connection with any material amendment), each Covered Person is required to sign the Acknowledgement form (refer to applicable form in Compliance Science https://secure.complysci.com/default.asp), which certifies that he or she has read and understood the Code and that he or she has complied (or, with respect to any amendment, will comply) with the Code for the applicable period.
11. | Duty to Report Violations. |
Each person should ask questions, seek guidance, and express any concerns regarding compliance with this Code or any of our other policies. Anyone who believes that any person has engaged or is engaging in conduct that violates applicable law or this Code should promptly report that information to the CCO or the Chief Executive Officer, who in turn must report it to the CCO. The CCO will be responsible for notifying the Operating Committee and the Board of Directors and furnishing any information appropriate to address any violation.
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12. | Accountability for Violations of this Code. |
Failure to comply with the standards required by this Code will result in disciplinary action that may include, without limitation, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary and/or bonus payments, selling of positions, disgorgement of profits, discharge or removal, and restitution. Certain violations may be referred to public authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not promptly report it, also will be subject to disciplinary action, up to and including discharge.
13. | Record Keeping. |
We will maintain the following records concerning the administration of this Code:
(a) In an easily accessible place, a copy of this Code of Ethics (and any prior Code of Ethics that was in effect during the past six years);
(b) A record of any violation of this Code and of any action taken as a result of such violation, for a period of six years following the end of the fiscal year in which the violation occurs;
(c) A copy of each report (or brokerage confirmation or statement in lieu of a report) submitted under Section 9 of this Code for a period of six years from the end of the fiscal year in which the report was submitted, provided that for the first two years such reports must be maintained and preserved in an easily accessible place (and, to the extent required by law, such records shall be maintained electronically in an accessible computer database);
(d) A list of all persons who are, or within the past six years were, required to make or required to review, reports pursuant to Section 9 of this Code of Ethics;
(e) A copy of each report or questionnaire response provided to the board of any investment company client as described in Section 14, for a period of six years following the end of the fiscal year in which the report is made, provided that for the first two years such record will be preserved in an easily accessible place; and
(f) A written record of any decision, and the reasons supporting any decision, to approve the trade by an Access Person of any security for a period of six years following the end of the fiscal year in which the approval is granted.
A record of the written acknowledgment of the receipt of this Code and of any amendment hereto provided by each person who is or was a Covered Person at any time during the prior six years.
All such records shall be maintained in an easily accessible place which shall, for at least the first two years be our principal office. Electronic records will be maintained on servers accessible by that office.
14. | Amendments and Reporting. |
All amendments to this Code are subject to the approval of the CCO. Amendments considered to be material by the CCO shall be submitted to the Operating Committee for approval. The CCO shall report (i) material amendments to the Code to the Chairman of the Audit and Risk Committee of the Board of Directors; and (ii) material violations of the Code to the Board of Directors.
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BAILLIE GIFFORD
Code of Ethics
Copyright © Baillie Gifford & Co 2009. | Version 10 October 2017 |
Code of Ethics | 2017 |
Letter from the Joint Senior Partner and Head of Compliance
Dear Colleagues,
The Code of Ethics Policy is a very important area for us because our clients have put a great deal of trust in Baillie Gifford to manage their assets in their long term interests. For us to respect that trust there are two things that we must focus on:
| Firstly, making sure that we put clients interests at the heart of everything that we do; and |
| Secondly, making sure that we identify and manage any conflicts of interest between our interests and those of the client. |
The compliance culture and ethics of a firm are vitally important to clients and regulators alike. Our clients refer to the Code of Ethics Policy as the window on the culture of the firm. They are interested in adherence with the policy and often ask for information on code violations as an indicator of the overall culture of the firm.
Regulators have also put culture at the centre of their agenda. Culture is regarded as the DNA of the business; shaping behaviours and ethics. At Baillie Gifford we have built our reputation by acting with integrity.
The Code of Ethics Policy sets out the processes, procedures and principles in this area and we ask you to give it your full attention. If you have any questions, please do not hesitate to contact a member of the Compliance Monitoring, Ethics and Conduct Assurance team or email CodeofEthicsQueries@bailliegifford.com.
Thank you.
Andrew Telfer | Lindsay Gold | |
Joint Senior Partner of Baillie Gifford & Co |
Head of Compliance and Chief Compliance Officer of Baillie Gifford Overseas Ltd |
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1. Introduction
1.1 Application
The Code of Ethics applies to
| All employees of Baillie Gifford entities |
| Partners |
| Fixed term, temporary and agency staff |
| Interns and summer students |
| Secondees |
| Individuals providing services via Personal Service Companies |
| Contractors (with systems access) |
Each of these individuals and in some specified cases, persons who are connected to the individual, are required to comply with the Code of Ethics which forms part of the Personal Responsibilities section of the Group Compliance Manual (located via the Landing Page on the Loop) and their employment contract. These individuals are known as access persons for the purposes of US securities laws.
1.2 Scope
The Code covers all firms within the Baillie Gifford Group and has been adopted by the relevant Boards of Baillie Gifford regulated entities within the Group and the Groups Compliance Committee. It is designed to ensure compliance with relevant regulatory requirements applicable to the Baillie Gifford Group and in particular UK FCA and US SEC requirements.
The Code of Ethics covers:
| guiding ethical principles which apply to all staff |
| managing conflicts of interest which may occur between Baillie Gifford and the personal interests of members of staff |
| personal dealings in shares |
| receiving and giving of gifts, hospitality and other forms of inducement. |
| Whistleblowing Policy. |
1.3 Purpose
At Baillie Gifford we have a fiduciary duty to our clients when acting as their investment manager or adviser. This requires us at all times to act in the best interests of our clients and to treat them fairly. We must avoid situations where we place our own interests ahead of the interests of clients. The Code of Ethics is designed to assist us in ensuring we meet these fiduciary standards when acting for clients.
1.4 Staff Obligations
As a member of staff you are obliged to comply with your regulatory obligations under the various regulatory systems to which the Group is subject, including applicable federal securities laws. You are required to:
| read and adhere to the Code of Ethics. If you have any questions please consult the Head of Compliance; and |
| complete and submit an online Personal Holdings Report and submit a Certificate of Compliance on first becoming a member of staff and annually thereafter. |
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You will be provided with details of any changes to the Code at the time these are made. Training will be provided on the terms of the Code as part of your staff induction and annually thereafter, or more frequently in the event of a material change.
1.5 Violations
Failure on the part of members of staff or their Connected Persons (where applicable) to follow these procedures will be taken seriously and regarded as a disciplinary matter under the rules and procedures set out in the Staff Handbook. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice.
Any member of staff who becomes aware of a violation of the Code of Ethics must promptly report that violation to the Head of Compliance, who may, at his discretion, refer the violation to the Legal and Compliance Partner as well as the relevant Board and Compliance Committee for resolution in terms of section 1.6 below.
1.6 Interpretation and Waiver
With respect to matters of interpretation or dispute arising under the Code of Ethics, the Head of Compliance may refer to the Compliance Committee of Baillie Gifford who may, exercising their reasonable judgment, make determinations as to the meaning and effect of the Code of Ethics. The Head of Compliance may, in consultation with the Compliance Committee, grant written waivers of the provisions of the Code in appropriate instances. However, waivers will be granted only in rare instances and some provisions of the Code that are mandated by law or regulation cannot be waived. The Head of Compliance is responsible for maintaining appropriate records of and preparing any reports required with respect to, any waivers of provisions of the Code.
1.7 Monitoring
Adherence by staff to the terms of the Code will be monitored by the Compliance Department. The issue, receipt and content of Holdings Reports and Certificates will be co-ordinated and monitored by that Department. Regular monitoring of personal account dealing, gifts and entertainment records and other forms of inducements will also be undertaken to ensure there are no actions which are contrary to our regulatory obligations and that we always act in the best interests of clients. The results of this monitoring will be reported to the relevant Boards and Compliance Committee.
1.8 Material Changes
Material changes to the Code of Ethics must be ratified by the relevant Boards of the SEC regulated firms and investment companies within the Group and the Groups Compliance Committee.
2. Ethical Principles
2.1 Introduction
Baillie Giffords reputation and success is based upon its professionalism and maintenance of high ethical standards. It is expected and indeed demanded from our clients that we adhere to robust ethical standards in all aspects of our activities.
This section of the Code of Ethics sets out guiding principles which apply to all staff relating to ethical conduct. It also provides some guidance on addressing and resolving ethical issues.
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In addition, many individuals within the Group will be subject to ethical principles and codes of conduct which are adopted by various professional organisations to which they are members. Baillie Giffords Code of Ethics is designed to be complementary to, and consistent, with these other standards.
The Code of Ethics cannot cover every ethical situation that might arise at Baillie Gifford. After having read and understood the content of the Code of Ethics Policy, all members of staff will be responsible for complying not only with its letter, but also with its spirit and principles. These are set out in the Guiding Ethical Principles below.
2.2 Guiding Ethical Principles
Each member of staff must follow these guiding principles:
2.2.1 Fairness
To act fairly at all times when dealing with clients and counterparties of Baillie Gifford. Fairness requires impartiality, objectivity, and honesty.
For example, when communicating with clients you should make every reasonable effort to provide full, fair and accurate information and should avoid withholding any relevant information.
2.2.2 Honesty and integrity
To act honestly and with integrity in fulfilling the responsibilities of your role and seek to avoid any acts or omissions or business practices which damage Baillie Giffords reputation or which are deceitful, oppressive, or improper.
For example, Baillie Gifford should only employ fair methods to win or retain business for the firm. Staff should avoid offering unduly lavish or overly frequent gifts and hospitality and should avoid pay to play practices, i.e. making political contributions to those in a position to influence the selection of Baillie Gifford. Baillie Gifford is committed to carrying on business fairly, honestly and openly and has a zero tolerance approach to bribery.
2.2.3 Adherence to law and regulation
To observe applicable law, regulations and professional conduct standards when carrying out your activities and to interpret and apply them to the best of your knowledge and ability according to these guiding ethical principles.
For example, you must familiarise yourself with, and adhere to at all times, the requirements contained in the: Anti-Financial Crime Policy; the Anti-Money Laundering, Counter-Terrorist Financing & Sanctions Policy; the Anti-Bribery & Corruption Policy; the Code of Ethics Policy; the Market Abuse and Insider Dealing Policy; Data Protection Policy; and Information Security & Electronic Communications Policy. These policies set out your personal compliance responsibilities and are available to all staff in the Personal Responsibilities section of the Group Compliance Manual.
2.2.4 Market conduct
When executing transactions or engaging in any form of market dealings, to observe the standards of market integrity, good practice and conduct required by, or expected of, participants in that market.
2.2.5 Loyalty to clients
To place the interests of our clients ahead of your own interests and to manage fairly and effectively, and to the best of your ability, any relevant conflict of interest. To the extent feasible, conflicts of interest should be avoided or at least appropriately managed and disclosed in accordance with Baillie Giffords conflicts procedures.
Baillie Giffords investment recommendations and other proprietary information are for the exclusive use of our clients. We should not use this proprietary information for personal benefit. If in doubt, refer to the Compliance Department for guidance.
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2.2.6 Maintaining confidentiality
To respect the confidentiality of information on current, former and prospective clients which is obtained through your work and refrain from using or disclosing this for unethical purposes or illegal advantage.
For example, you must be extremely careful when sharing confidential client data with an outside party and should only do so if it is absolutely necessary. Authorisation may be required from your Head of Department for this. If in doubt, you should refer to the Information Security and Electronic Communications Policy (located in the Staff Handbook on the Loop) which includes the three levels of data security classification and rules on how to handle this data.
2.2.7 Transparency
If you are in any doubt that you may have a conflict of interest, or if you think that there could be a perception of one, you should disclose the details to your Head of Department, to the Compliance Department or to the relevant chairperson of the board, committee or group concerned, as appropriate.
For example, consider the situation where you have a personal shareholding in a company and you are contributing to an investment discussion on whether to buy this company for clients. It may be appropriate to disclose this potential conflict to the chairperson of that decision making group.
2.3 Resolving Ethical Issues
In business life we will be confronted from time to time with ethical issues to determine. In dealing with these an important consideration is any impact the decision may have on clients. Also, has the process of coming to the decision been fair, with full consideration of the facts, issues and alternatives? Has it involved all stakeholders with an interest? Have you identified any competing interests or conflicts of interest? These questions would be relevant where considering whether to accept a gift or entertainment, and also considering the implications of an incident.
3. Conflicts of Interest
3.1 Introduction
Inherent throughout the Code of Ethics is the principle that all members of staff have a responsibility to place the interests of the Groups clients ahead of their own and resolve conflicts in favour of the Groups clients. In order to achieve this, all activities undertaken by members of staff must be conducted in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individuals position of trust and responsibility. Furthermore, all action taken by staff must be undertaken in a manner which does not interfere with the interests of Baillie Giffords clients or take unfair advantage of Baillie Giffords relationship with its clients.
3.2 Identification and Types of Conflict of Interest
3.2.1 What is a conflict of interest?
A conflict of interest arises when personal matters or obligations interfere with business activities and influence the decisions made by members of staff, which have or could have a detrimental effect on the firms clients. When considering conflicts of interest it is important to consider how the situation would be viewed by an independent party.
3.2.2 Identification of conflicts of interest
Conflicts of interests which require to be identified by members of staff are those which arise between:
| the Group, its connected persons and a client of the Group; or |
| one client of the Group and another client of the Group. |
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3.2.3 Types of conflicts of interest
When identifying whether a conflict of interest arises in the course of business and whether the existence of this conflict may adversely affect the interests of a client, staff should consider whether the individual, firm or certain persons connected with the firm:
| are likely to make a financial gain or avoid a financial loss at the expense of a client; |
| has an interest in the outcome of the service provided to the client or of a transaction carried out on behalf of the client; |
| has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client; |
| carries on the same business as the client; or |
| receives or will receive from a person (other than the client) an inducement in relation to the service provided, in the form of monies, goods or services, other than the standard commission or fee. |
The Governance and Oversight section of the Group Compliance Manual (located via the Landing Page on the Loop) contains Baillie Giffords conflicts policy and matrix. This matrix details potential and actual conflicts of interest which have been recognised by the firm. Please refer to this document for further information regarding the types of conflict which have been identified.
If you are in doubt about whether a conflict has arisen please consult the Head of Compliance.
3.3 Duty to Disclose
All members of staff have in the first instance an obligation to manage or avoid all conflicts of interest. If it is not possible to manage or avoid a conflict of interest then the potential or actual conflict which may impair your objectivity when undertaking your daily activities must be disclosed. All disclosures should be made to your Head of Department and the Head of Compliance.
3.4 Outside Business Interests and Personal Associations
In order to ensure that staff do not engage in any activities that would detract, divert from or conflict with, the proper performance of their Baillie Gifford employment or would be in conflict with the interests of the firm, staff and Partners must inform the Human Resources department of any work they undertake where they receive any kind of remuneration if this is for anyone other than Baillie Gifford. In addition, staff and Partners must inform Human Resources prior to accepting work as a Director or Non-Executive Director of a listed company or any business related directorships, so that written approval from the Head of Compliance can be arranged.
Please see the Staff Handbook (located via the Landing Page on the Loop) for full details of the firms policy regarding outside business interests and employment.
In addition to the above, Registered Persons of BGFS are additionally required to obtain prior written approval from the Chief Compliance Officer of BGFS for any Director appointments or any work for which they will receive compensation outside of their Baillie Gifford employment.
We also must take steps to ensure that any personal interest or personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm. Any Significant Relationship with another person working in a relevant business connected to Baillie Gifford may need to be disclosed to the Compliance Department. Relevant businesses would include:
| Investment managers |
| Brokers |
| Clients of Baillie Gifford |
| Consultants/advisers to clients of Baillie Gifford or investors in Baillie Gifford funds |
| Companies in which Baillie Gifford invests on behalf of our clients |
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| Other organisations with which Baillie Gifford has a contractual relationship. |
A relationship with another person would be deemed significant if an independent third party might reasonably consider that it could affect your actions or those of a personal associate (whether or not it does so affect your conduct). If you have a relationship with an associated person that could potentially give rise to a conflict of interest, or the perception of one, then this should be disclosed to the Compliance Department. The Compliance Department will determine if the relationship needs to be recorded and whether any action needs to be taken to manage the conflict.
These disclosures are designed to ensure that our work is carried out on behalf of clients in an environment that is free from any suggestion of improper influence. If you are in any doubt as to whether a business interest or personal association or relationship needs to be disclosed, please contact a member of the Compliance Department for guidance.
4. Personal Account Dealing Policy
4.1 High Level Overview
Baillie Giffords first priority is in ensuring that in all circumstances, the firms clients interests are placed first and each client obtains the best execution of trades which we can arrange on their behalf. In order to ensure that this priority is consistently met, all staff have a responsibility to ensure that in no circumstances will clients be disadvantaged by employee PA Dealing.
The basic premise of Baillie Giffords PA Dealing Policy is that PA Dealing is permitted subject to a number of restrictions. Baillie Gifford therefore gives general permission to all members of staff and to their Connected Persons (defined later) to carry out investment transactions in designated investments in accordance with the following procedures. All staff must ensure that undertaking PA Dealing activities does not distract them from their day-to-day responsibilities.
4.2 General Rule on PA dealing
A member of staff or their Connected Persons are prohibited from
1. | Entering into a PA deal where |
a) | that person is prohibited from entering into it under the law and regulations governing market abuse and insider dealing as set out in the Baillie Gifford Market Abuse Policy. The Policy requires that no member of staff make personal use of material non-public information or engage in a securities transaction available only by reason of his or her position within Baillie Gifford. If a member of staff is aware that an investment opportunity is being actively considered by Baillie Gifford, they must first ensure that this is made available to Baillie Gifford before taking personal advantage of the opportunity. It is the personal responsibility of the member of staff to ensure that they are familiar with the provisions of that Policy. |
b) | it involves the misuse or improper disclosure of confidential or proprietary information relating to clients or transactions for clients. |
c) | it conflicts or is likely to conflict with a regulatory obligation which Baillie Gifford owes to its clients. |
2. | Advising or procuring any other person to enter into a transaction which would be precluded under 1 above. |
3. | Disclosing any information or opinion to any other person where it is reasonably likely that the result of that disclosure will lead to an activity precluded under 1 or 2 above. |
a) | Entering into a PA deal or purchasing a contract of insurance, the purpose of which is to hedge away the risk of any downward adjustment in deferred remuneration which that member of staff may be entitled to receive under the firms remuneration policy. |
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A person will be considered to have undertaken such personal hedging if:
a) | The staff member enters into a contract with a third party; and |
b) | The contract requires the third party to make payments directly or indirectly to the staff member that are linked to or commensurate with the amounts by which the staff members variable remuneration has been reduced. |
Failure on the part of members of staff or their Connected Persons to follow these procedures will be regarded as a disciplinary matter under the rules and procedures set out in the Code. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice (If you are in any doubt as to whether an intended transaction for yourself or for a Connected Person is subject to the rules of the Policy you should check with the Compliance Department beforehand).
The remainder of this policy details the following information:
4.3 | Application of Personal Account Dealing Policy |
4.4 | Prohibited and Exempt Securities and Transactions |
4.5 | Practical Procedures for Obtaining Permission |
4.6 | Practical Procedures to be followed in Special Circumstances |
4.7 | Reporting Requirements |
4.8 | Summary table of Security Types and Pre-Clearance and Reporting Requirements |
4.3 Application of Personal Account Dealing Policy
The PA dealing rules apply to the following:
| All those listed in section 1.1 of this Policy |
And Connected Persons which include:
| Immediate family (immediate family includes spouses, co-habitees, children under the age of 18 and immediate family members sharing the same household. It would also include parents/in-laws or other persons where decision making as to their investments is taken by them under advice from the member of staff); |
| Organisations for whom members of staff have an active investment advisory input (this could include charities, churches, clubs etc); |
| Trusts where as trustee the member of staff exercises investment influence (i.e. as sole trustee or a trustee exercising a considerable influence. In this case the trust must be made aware of the connection with Baillie Gifford & Co and must be requested to report transactions in securities of companies under our management to the member of staff serving as a trustee. He should then report the transaction to the Head of Compliance); and |
| Syndicates where friends/family group together for the purpose of purchasing shares |
Throughout this Policy, the above categories are referred to as Connected Persons .
The Policy applies to the following types of instruments (covered securities):
| equities |
| bonds; |
| derivatives; |
| BG Unit Trusts/OEICS; |
| Investment Trusts and other close end vehicles; |
| unlisted investments; and |
| spread betting on financial instruments. |
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It also applies to any investment in any of the above instruments through a wrapper product such as an ISA, SIPP (including the Baillie Gifford Select SIPP), share plan or Variable Insurance Product. Please note that permission is not required for any deals through the Baillie Gifford Group Personal Pension Plan (GPPP).
The table in section 4.8 sets out various security types and transactions and whether they are covered by the Personal Account Dealing Policy, Preclearance and Reporting Requirements.
If a member of staff is in any doubt as to whether an instrument is included or not in the Policy they should contact the Compliance Monitoring, Ethics and Conduct Assurance Team or email CodeofEthicsQueries@bailliegifford.com .
4.4 Prohibited and Exempt Securities and Transactions
4.4.1 Prohibited securities and transactions
No member of staff is permitted to purchase or sell, directly or indirectly, any security in which he or she acquires any direct or indirect personal holding and which, to his or her knowledge, is currently being purchased or sold by Baillie Gifford or which, to his or her knowledge, Baillie Gifford is actively considering recommending for purchase or sale. These prohibitions shall continue until the time that Baillie Gifford decides not to recommend such purchase or sale, or if this recommendation is made, until the time that Baillie Gifford completes, or decides not to enter into, the recommended purchase or sale. These prohibitions also apply to any purchase and sale by any member of staff of any convertible security, option, warrant or other derivative security, or any private placement of any issuer whose underlying securities are being actively considered for recommendation to, or are currently being purchased or sold by, Baillie Gifford. Any profits realised on trades made by members of staff within the proscribed period may require to be disgorged, particularly where the member of staff had, or was in a position to have had, knowledge of the fact that securities were being purchased or sold on behalf of Baillie Giffords clients.
4.4.2 Exempt securities and transactions
4.4.2.1 Securities exempt from pre-clearance requirements
The pre-clearance and reporting obligations shall not apply to the following exempt securities:
a) | purchases or sales of securities that are direct obligations of the government of the United States or United Kingdom, bankers acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements); |
b) | shares of money market mutual funds; |
c) | shares of registered open-end management investment companies other than the Baillie Gifford sponsored OEICS, Unit Trusts and mutual funds; |
d) | shares of US unit investment trusts (i.e. variable insurance contracts that are funded by insurance company separate accounts organised as unit investment trusts) that are invested exclusively in one or more registered investment companies. Please note that UK Investment Trusts are not exempt securities and that pre-clearance requirements apply. |
The pre-clearance requirements shall not apply to the following transactions (although they will need to be disclosed in the Annual Holdings Report):-
4.4.2.2 Transactions exempt from pre-clearance requirements
a) | purchases effected upon the exercise of rights (e.g. automatic reinvestment of dividends) provided 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; |
personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant member of staff or other person for whose account the transaction is executed.
4.4.3 Prohibition on short-term profits
No member of staff may engage in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. All profits realised on such short-term trades will normally require to be disgorged. Subject
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to pre-clearance a securities transaction which occurs within the 60 day period as a result of a change in personal circumstances which takes place or becomes known during the period may not be considered a violation of this section or subject to the disgorgement rule upon review and approval of the Head of Compliance.
4.4.4 Investor PA trades (Blackout Period)
Investment Personnel are not permitted to PA trade in the seven calendar day period after a fund/strategy that they are involved in has traded in the same security.
In addition, Investment Personnel are not permitted to PA trade in the seven calendar day period before a fund/strategy that they are involved in trades in the same security, where they were aware, at the point of requesting permission to trade and at the point of placing their PA dealing instruction, that a client order in that security was pending.
All profits realised on trades by Portfolio Managers within the proscribed period will normally require to be disgorged.
4.5 Procedures for Obtaining Permission
Prior to undertaking a PA Deal, members of staff are required to:
| obtain permission to use their desired broker (it is only necessary to follow this procedure on the first occasion of using a particular stockbroker); and |
| to obtain internal pre-clearance from the Code of Ethics System (every time a PA deal is undertaken). |
It is important that members of staff take all reasonable steps to ensure that these procedures are followed by whoever is dealing. The onus is on the member of staff to obtain permission and ensure that contract notes are sent to the Head of Compliance where the dealing is for a Connected Person.
4.5.1 Procedures for obtaining broker permission
Before a member of staff or a Connected Person begins to effect a transaction with a particular firm of stockbrokers permission must be obtained to use that broker. It should be noted that this also applies to on-line dealing. The reason for this permission is to inform the Broker that the member of staff works for Baillie Gifford and to ensure that brokers supply to the Head of Compliance, no later than 30 days after the end of the quarter in which the trading activity occurred, duplicate copies of confirmations of all personal securities transactions. Such confirmations may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security.
Each confirmation received from the broker shall be treated confidentially and will be maintained on file by the Compliance Department. The reports are, however, available for inspection by authorised members of the staff of regulatory authorities supervising Baillie Giffords investment business.
Note : No broker confirmation letters are required for transactions undertaken in an automatic investment plan. Furthermore, no NonExecutive Director of a Baillie Gifford company) shall be required to report or provide broker confirmation unless the Director knew or should have known that during the 15 calendar days before and after such Directors transaction in any security, Baillie Gifford purchased or sold the same security, or Baillie Gifford considered purchasing or selling the same security.
Every member of staff must (for their own dealing and that of a Connected Person):
| Notify the firm of stockbrokers that they work at Baillie Gifford & Co; |
| Not accept or request any credit or special dealing facilities in connection with his dealings (The only exception to this rule is that the Management Committee may give special dispensation for members of staff to agree on rates. Where this permission is given the details must be supplied to the Head of Compliance); |
| Notify the Head of Compliance that they or their Connected Person proposes to deal with the particular firm of stockbrokers and obtain his permission to do so; |
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| Prepare the relevant Broker Authorisation letter (either member of staff letter or Connected Person). Take two copies of the letter, both copies must be signed by the Head of Compliance with one being sent to the stockbroker and the other copy sent to the Head of Compliance; and |
| Ensure that a copy of the contract note is sent by the stockbroker to the Head of Compliance or an electronic confirmation if provided through an on-line dealing service. |
The quick guide document sets out the procedures for obtaining broker permission through the Code of Ethics System .
Note: Registered Representatives of BGFS are required to use the Letter 3 template below as there is an additional FINRA responsibility for the broker to send quarterly statements to the CCO.
Click on the appropriate link below to obtain a copy of the Baillie Gifford Broker Notification Letter:
Letter 1 (Broker authorisation for member of staff)
Letter 2 (Broker authorisation for Connected Persons)
Letter 3 (Broker notification for BGFS representatives)
4.5.2 Procedures for obtaining internal permission
In addition to broker permission being obtained, members of staff are also required to obtain electronic internal pre-clearance from the Code of Ethics System. Pre-clearance of a PA deal will remain valid until close of business on the next business day from the time permission is obtained. If the proposed transaction is not completed during the period in which the pre-clearance is granted, the member of staff must seek additional pre-clearance prior to completing the transaction. In the case of postal deals (e.g. deals that require an application form or instruction form to be completed, i.e. dealing is not direct through a broker); your dealing instruction should be sent within this pre-clearance period, although the trade itself does not have to be executed.
Note : Non-Executive Directors of Baillie Gifford Life Ltd are not required to obtain pre-clearance for PA deals with the following exceptions:
| Pre-clearance is required for all transactions in BG managed Unit Trusts, OEICs and Investment Trusts |
| Pre-clearance is required for all PA deals within seven calendar days before and after a board meeting. |
The above policy is on condition that the Non-Executive Director does not have access to non public information on clients securities transactions or recommendations that are non-public.
The quick guide document sets out the procedures for submitting Trade Requests through the Code of Ethics System .
PA Dealing information will be reviewed and monitored by the Compliance Department. Should the monitoring conducted by the Compliance Department detect a potential violation of this Code or any apparent trading irregularity, that Department shall take whatever steps deemed appropriate under the circumstances to investigate said potential violation or trading irregularity. If the Compliance Department reasonably believes a violation or trading irregularity to exist, said violation or trading irregularity shall be reported to the Legal and Compliance Partner.
4.6 Practical procedures to be followed in special circumstances
Remote Access to the Code of Ethics System: Remote access is available on all Baillie Gifford devices. If a member of staff is away from the office (e.g. on business or on holiday), trade requests can be submitted through all BG devices.
Maternity/Parental Leave: If you are out of the office on maternity leave, or a period of flexible parental leave exceeding four weeks, there is no requirement for you to obtain PA dealing permission for any trades conducted by you (or a Connected Person) during this leave. If applicable, shareholdings in the Code of Ethics System can be amended upon your return to the office.
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Limit Orders: The use of buy or sell limit orders is not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If, upon expiry of the permission period, the limit price has not been met, the member of staff must obtain fresh permission via the Code of Ethics System or ensure the limit instruction is cancelled.
Stop Loss Orders: As for limit orders, stop loss orders (i.e. instruction to automatically sell securities if the share price reaches a pre-determined minimum price) are not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If you wish to maintain a stop loss instruction beyond the permission period, fresh permission must be obtained via the Code of Ethics System.
4.7 Reporting Requirements
4.7.1 Initial reporting requirements
All new members of staff are required to disclose all personal securities holdings in which they have any direct or indirect holdings to the Compliance Department, within 10 days of commencing employment. The information provided must be current and no more than 45 days prior to the date the person joined the firm. Initial Holdings Reports must be submitted electronically via the Code of Ethics System.
The quick guide document sets out the procedures for submitting an Initial Holdings Report via the Code of Ethics System .
4.7.2 Annual reporting requirements
Each member of staff is also required to file an annual report disclosing all personal securities holdings by 1 February of each year. The information must be current as of a date no more than 45 days prior to the date the report was submitted. Annual Holdings Reports must be submitted electronically via the Code of Ethics System. The quick guide document sets out the procedures for submitting an Annual Holdings Report via the Code of Ethics System .
Note : Holdings reports must include shares owned through an automatic investment plan. Each holdings report may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security. NonExecutive Directors of Baillie Gifford companies are not required to provide initial or annual holdings reports.
4.8 Summary table of Security Types and Pre-Clearance and Reporting Requirements
This list is not all inclusive and may be updated from time to time. Please contact the Compliance Monitoring, Ethics and Conduct Assurance team for guidance as needed or email CodeofEthicsQueries@bailliegifford.com .
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Security Type |
Covered by
Code of Ethics Policy (Covered Security)? |
Pre-
clearance Required? |
Holdings
Reporting Required? |
|||
Equity securities (publicly traded) | Yes | Yes | Yes | |||
Derivatives (futures and options) | Yes | Yes | Yes | |||
Corporate Bonds | Yes | Yes | Yes | |||
Government securities | No | No | No | |||
BG managed Investment Trusts | Yes | Yes | Yes | |||
Non-BG managed Investment Trusts | Yes | Yes | Yes | |||
BG managed OEICs/Unit Trusts | Yes | Yes | Yes | |||
Non-BG managed OEICs, Unit Trusts, mutual funds or other open-end vehicles | No | No | No | |||
Unlisted investments:
New issues, IPOs, private placements;
Crowd funding. |
Yes | Yes | Yes | |||
Venture Capital Trusts (VCTs), Enterprise Investment Scheme (EIS), business angel investments. | Yes | Yes | Yes | |||
Spread betting on a covered security | Yes | Yes | Yes | |||
Spread betting on financial markets or non-financial instruments | No | No | No | |||
Closed-end ETFs (Exchange traded fund) | Yes | Yes | Yes | |||
Open-end ETFs | No | No | No | |||
Cash ISAs | No | No | No | |||
Peer-to-peer lending | No | No | No | |||
Investments within the Baillie Gifford Group Personal Pension (GPPP) | No | No | No | |||
Investments within the Baillie Gifford Select SIPP | Yes | Yes | Yes | |||
Covered securities held within an ISA, SIPP, share plan or Variable Insurance Product. | Yes | Yes | Yes | |||
Covered securities held within a discretionary portfolio management service | Yes | No | Yes | |||
Covered securities acquired as a result of a corporate action*:
Bonus (or Scrip) issues;
Rights issues;
Takeovers;
Reorganisations;
* w here the member of staff has no influence over the timing and/or it is a set price (note: any subsequent sale of these securities would require pre-clearance). |
Yes | No | Yes | |||
Sale of nil-paid rights or the part sale of nil-paid rights to fund a partial take up of new shares. | Yes | No | Yes | |||
Free shares acquired as a result of de-mutualisation (note: any subsequent sale of these securities would require pre-clearance). | Yes | No | Yes | |||
Employee Incentive Share Schemes (Connected Persons):
Putting money aside for the future purchase of shares;
Buying shares at a set date and price;
Any subsequent sale of these shares |
No
Yes Yes |
No
No Yes |
No
Yes Yes |
|||
Monthly direct debit investments (in covered securities):
Initial monthly investment;
Ongoing monthly investments (if no change to initial instruction);
Change to initial instruction (increase, decrease, cancel, switch). |
Yes
Yes Yes |
Yes
No Yes |
Yes
Yes Yes |
|||
Transfer of covered security:
from one person to another;
from one product to another;
where there is no change to the underlying holding (excluding shares sold to cover fees).
* you will need to inform Compliance of the new account where the shares will be held. |
Yes | No | Yes* |
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5. Inducements Policy
An area where a conflict of interest may arise is in the context of the giving or receipt of a gift or hospitality which may be viewed as a form of inducement.
Baillie Gifford must take reasonable steps to ensure that it and any person acting on its behalf does not pay or accept any fee or commission, or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty that Baillie Gifford owes to its customers or any duty which the recipient firm owes to its customers.
This Inducements Policy sets out the principles and procedures which all members of staff within Baillie Gifford must adhere to with regard to the giving or receipt of a gift or hospitality or anything else which may be viewed as an inducement, such as donations or political contributions.
The overriding principle is that all members of staff should not accept gifts, favours, entertainment, hospitality or other inducements of material value that could be seen as likely to influence their decision-making or make them feel beholden to a person or other firm.
Similarly Baillie Gifford and its members of staff should not offer gifts, favours, entertainment, hospitality or other inducements of value that could be viewed as overly generous or aimed at influencing decision-making or making the recipient feel beholden to Baillie Gifford or that member of staff.
Note : These general principles apply in addition to the more specific guidelines set out below. However, the guidelines do not attempt to cover every situation and must be interpreted in the light of the particular circumstances of each case. If you are in any doubt about any particular situation, you should consult with your Head of Department or the Compliance Department.
The remainder of this policy details the following information:
5.1 | Guidelines for Gifts & Entertainment, Donations and Political Contributions. |
5.2 | Restrictions in Connection with the Sale of Packaged Products, i.e. Life Policies, OEICs, Unit Trusts and ISAs. |
5.3 | Packaged Products Guidance on Acceptable Indirect Benefits |
5.4 | FINRA Specific Requirements for Registered Persons of BGFS |
5.5 | Specific Requirements for Employees and Licenced Representatives of BGA(HK) |
5.1 Guidelines
5.1.1 Application to all staff
The general principles and guidelines apply to all staff within Baillie Gifford irrespective of whether they are in direct contact with clients or potential clients or not.
5.1.2 Application to all third parties
Whilst the FCA requirements relate to managing or minimising conflicts which affect the services provided to our clients and to firms who in turn are advising clients, our principles also apply to other third parties who supply goods or services, whether these are supplied to clients or on the clients behalf or are supplied to Baillie Gifford itself. This ensures that the standards set are consistently applied by all staff and for all relationships.
5.1.3 No Solicitation
Baillie Gifford expressly prohibits staff from soliciting for themselves or for members of their family or for the firm itself, gifts, hospitality, entertainment or anything of value from a client, potential client, supplier or any other entity with which Baillie Gifford does business (other than fees and expenses properly due and payable).
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5.1.4 No Cash Gifts
No member of staff may give or accept any financial instruments, including cash gifts to or from a client, potential client, or any entity that does business with or on behalf of Baillie Gifford. This applies equally to the giving or receiving of promotional competition prizes.
5.1.5 Donations
As a general rule, no cash donations should be made in connection with our clients or prospective clients. Donations of non cash prizes are acceptable, providing they meet the criteria in the Inducements policy. Cash donations are more likely to be viewed as giving rise to a conflict and our general policy is that these should be avoided. Any cash donations which are proposed, as an exception to the general rule, should be pre-cleared with the Head of Compliance. For example it may be permissible to make a cash donation to a charity on the death of a long standing contact as a client, although the amount of the donation should be carefully considered.
Please note that this does not affect charitable donations, approved via our Sponsorship Committee, which are not connected with our clients or prospects.
5.1.6 Political Contributions Policy
Political contributions by financial services firms and their personnel have come under increased regulatory scrutiny in the US. Regulators have expressed concern that some in the financial services industry are inappropriately influencing the awarding of business for state and local government entities by making political contributions to officials holding or running for office. These pay-to-play activities are now restricted by numerous federal, state, and local laws. The Securities and Exchange Commission (SEC) has enacted a pay-to-play rule for investment advisors. This rule restricts the political contributions and political fundraising activities that may be engaged in by investment advisors and their personnel. The consequences for violations of the SEC rule and other state and local laws are significant. In the event of a violation, Baillie Gifford could be prohibited or restricted from doing business with certain government entities.
Given the scale of our activities in the US, the following procedures apply to all staff within Baillie Gifford, irrespective of whether they are in direct contact with clients or potential clients or not, and to their connected persons (see section 4.3 of the Code of Ethics for a definition of connected persons). There will also be additional reporting obligations for US based staff. The requirements are as follows:
1. | All members of staff are required to obtain preclearance from the Compliance Department before either they or a connected person: |
| make any political contributions, either directly or indirectly, to US federal, state or local officials; or |
| participate in any political fund raising activity in the US. |
Preclearance should be obtained by contacting the Head of Compliance.
2. | All members of staff must confirm on an annual basis, that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund raising activity in the US. This disclosure will form part of the existing Personal Compliance Responsibilities Certificate that staff already submit on an annual basis. |
3. | In addition to requirement (2) above, US based staff must confirm on a quarterly basis that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund raising activity in the US. The disclosure should be submitted by e-mail upon request from the Compliance Department. |
4. | Upon joining the firm, all new members of staff must disclose to the Compliance Department any political contributions made to US federal, state or local officials and any political fund raising activity in the US within the previous two years. This disclosure will form part of the existing Personal Compliance Responsibilities Certificate that all new staff are required to submit upon joining the firm. |
Whilst strictly speaking the above requirements apply to US political contributions only, members of staff should also give due consideration to all other political contributions (UK or otherwise) from a general conflicts of interest and transparency perspective. Staff should disclose to the Compliance Department, any political contributions that may give rise to an actual conflict of interest, a potential conflict of interest or the perception of one.
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5.1.7 De Minimis Gifts
Gifts given or received which are of a de minimis nature due to their characteristics or likely cost are unlikely to give grounds for suggestions of undue influence and are therefore exempt. Typical examples of de minimis gifts would include umbrellas, diaries and pens with advertising logos for the donor company.
The Compliance Department should be consulted in any questionable situation.
5.1.8 Gifts which are not De Minimis
All gifts given or received which are not de minimis must be recorded in the Code of Ethics System. It is generally acceptable for members of staff to retain gifts received that are below £50 in value, provided this is not with undue frequency. In the case of gifts received above £50 in value, the member of staff concerned should consult with their Head of Department as to the appropriate course of action. In the majority of cases gifts above £50 which are received should be:
| surrendered to the Events Team for use for charitable purposes or distribution as part of the firms annual Christmas raffle; |
| returned to the third party concerned; or |
| distributed amongst the Department in the case of perishable gifts, e.g. hampers. |
Where the member of staff wishes to retain a gift above £50, then he or she should pay for the estimated cost of the gift above this limit and this amount should be given to the Finance Department for use for charitable purposes.
Similarly, gifts above £50 in value should generally not be given by a member of staff.
5.1.9 Promotional Competition/Prizes
In offering any promotional competition or prizes, the member of staff responsible should:
| consider the likely impact or influence the prize would have on the recipient; and |
| consult with a Partner or the relevant Board on the likely impact of the competition on the brand of Baillie Gifford. |
In all cases the prize offered should be of reasonable value, i.e. it should not be excessive or inappropriate.
Any competition prizes won by a member of staff at a business related event, e.g. a conference or seminar, should be recorded for transparency in the Code of Ethics System.
5.1.10 Business Lunches/ Dinners
The establishment and maintenance of strong relationships with our clients, suppliers, intermediaries and consultants is integral to our ability to provide effective investment management services. Routine business lunches or dinners are good mechanisms for building and maintaining relationships and are unlikely to give grounds for suggestion of undue influence unless they become overly frequent or are unduly lavish.
Routine business lunches and dinners given do not require to be reported. These should be recorded in Baillie Giffords expenses system. The Business Expense Claims procedure will provide an adequate control over the magnitude of costs incurred by Baillie Gifford when giving such lunches and dinners.
Many of Baillie Giffords clients (particularly those covered by ERISA) are subject to specific reporting requirements regarding their acceptance of business lunches and dinners. In order for Baillie Gifford to ensure that it is able to provide clients with their required information, the following additional information should be recorded on the Business Expense Claim Form, with respect to any clients for whom we have hosted a business lunch or dinner:
| The name of the client being entertained; |
| The names of the individuals being entertained; |
| The total cost of the lunch or dinner. |
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Generally, routine business lunches and dinners received do not need to be reported. The exception to this is business lunches and dinners received from UK or European financial institution or intermediary that provides advice or portfolio management services to retail clients (MiFID firms). Such lunches and dinners do need to be recorded in the Code of Ethics System.
5.1.11 Entertainment/Hospitality Given
All members of staff must exercise discretion in offering hospitality. Members of staff should not provide extravagant or excessive entertainment to a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not provide entertainment to such parties with undue frequency.
With the exception of occasions where the client is a MiFID firm (see below), members of staff may provide entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or Baillie Gifford is present at the event. If the person or Baillie Gifford is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 should generally not be given by a member of staff.
In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be offered if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.
In situations of any doubt, consult with your Head of Department.
All entertainment or hospitality must be recorded in the Code of Ethics System.
In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.
An acceptable minor non-monetary benefit is one which is capable of enhancing the quality of service provided to the client and consists of hospitality of a reasonable de minimis value such as food and drink during a business meeting, conference, seminar or training event. Baillie Gifford have set a de minimis limit of £100 per head to allow a reasonable level of hospitality at business events. Standalone hospitality that is not directly linked to a business event, e.g. sporting events, is no longer permitted. These restrictions apply to hospitality provided to MiFID firms only and not to hospitality provided to UK or Overseas segregated clients or suppliers). It is the policy of the Investment department not to accept standalone hospitality.
5.1.12 Entertainment/Hospitality Received
All members of staff must exercise discretion in accepting hospitality. Members of staff should not accept extravagant or excessive entertainment from a client, prospective client, a business in which Baillie Gifford invests, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not accept entertainment from such parties with undue frequency.
Members of staff may accept entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or firm providing the entertainment is present at the event. If the person or firm is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 should generally not be accepted by a member of staff.
It is the policy of the firm not to accept standalone hospitality from broker firms. For this purpose standalone hospitality would include invitations to and attendance at sporting or cultural events and any associated travel, accommodation, drinks and meals. This policy would not affect routine business lunches or dinners or reasonable hospitality attached to conferences or other educational events or social events which are distributed widely and of a de minimis nature (i.e. under £100 per head). This covers by way of example a broker drinks evening at which the broader Edinburgh asset management community is invited.
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In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be accepted if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.
In situations of any doubt, consult with your Head of Department.
All entertainment or hospitality must be recorded in the Code of Ethics System.
In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.
Do not hesitate to ask the host for further information about the event (e.g. cost) in order to reach a decision.
5.1.13 Travel/Accommodation Costs
In the case of a member of staff receiving hospitality or entertainment, travel and accommodation costs should be paid for by that member of staff or a request made to the organiser of the event that the individual member of staff be invoiced for these costs. Where the third party has arranged a discounted hotel rate or other reduction in the cost of the accommodation or travel, it is reasonable for the member of staff to accept this reduced rate. Likewise where the host provides communal transport which is not excessive or unduly lavish, for example the use of a mini bus.
In the case of Baillie Gifford offering hospitality, travel expenses will ordinarily be paid for by the recipient of the entertainment or hospitality. However, there may be occasions where reasonable accommodation costs can be provided by Baillie Gifford subject to this meeting the general principles of this Policy.
5.1.14 Disclosure
A key aspect of Baillie Giffords Inducements Policy is disclosure. Under our procedures, all gifts (other than de minimis) and hospitality which are given or received are recorded in the Code of Ethics System. Disclosures should be made to your normal gifts and entertainment representatives for Dealing, Investors and Clients Department, and Compliance for all other departments.
Likewise, all members of staff should consider if an inducement which has been offered or received should be disclosed to a client, or potential client. This will depend upon the circumstances of each case. As an example, where a fee is paid to a third party consultant in order to place details of Baillie Gifford on a consultant database, we should disclose this payment to any potential client of the consultant who considers us for an investment mandate.
5.1.15 Client Specific Code of Ethics Requirements
A small number of Baillie Giffords clients have specific code of ethics requirements which go beyond Baillie Giffords Inducements Policy. Members of staff, and Client Contacts in particular, should consider these additional requirements when giving gifts and/or entertainment to these clients.
Click on this link to access the current list of clients with specific requirements.
5.2 Restrictions in Connection with the Sale of Package Products, i.e. Life Policies, OEICs, Units Trusts and ISAs
If a firm is required to disclose commission (or commission equivalent) (under COBS 6.4) to a client in relation to the sale of a packaged product, a member of staff should not enter into any of the following arrangements:
| volume overrides where commission (or commission equivalent) paid in respect of several transactions is more than a simple multiple of the commission (or commission equivalent) payable in respect of one transaction of the same kind; and |
| an agreement to indemnify the payment of commission (or commission equivalent) on terms that would or might confer an additional financial benefit on the recipient in the event of the commission (or commission equivalent) becoming repayable. |
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5.3 Packaged Products Guidance on Reasonable Indirect Benefits
The general principles at the beginning of this section are particularly important in relation to packaged products. Staff must not pay or accept any fee or commission, or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty the firm owes to its customers or any duty which the recipient firm (which includes independent intermediaries) owes to its customers.
In relation to the sale of packaged products, we are only able to provide minor non-monetary benefits if they are designed to enhance the quality of service to the client. The list below indicates the kind of benefits that are capable of enhancing the quality of the service provided to a client and, depending on the circumstances, are capable of being given or received without conflicting with clients best interests. However, these need to be considered on a case by case basis.
Benefits are unlikely to give rise to conflicts if they are:
| reasonable and proportionate, |
| of a limited scale and nature, |
| do not need to be relied upon by the intermediary, |
| could reasonably not be expected to result in the channelling of business from the intermediary to Baillie Gifford, and |
| do not result in the intermediary recovering more than its reasonable costs. |
The list below summarises the kind of reasonable non-monetary benefits which the provider firm can give or receive. This list is summary only and any member of staff should contact the Compliance Department for further guidance before deciding whether to give or accept the benefit (* = only if available to independent intermediaries generally):
1. | Gifts, hospitality and promotional competition prizes of a reasonable value. Gifts and corporate hospitality given to intermediaries must not exceed an aggregate limit of £1,000 per intermediary firm, per calendar year. This limit applies to gifts and corporate hospitality only and excludes conferences, seminars and training events. For large intermediary firms, the £1,000 limit can be applied at regional office level. In addition, events must be designed for business purposes that result in advisers being able to provide a better service to their customers. |
2. | A product provider can assist another firm to promote its packaged products so that the quality of its service to clients is enhanced. |
Points (3) to (6) in relation to joint marketing exercises:
3. | Generic product literature (letter heading, leaflets, forms and envelopes) as long as the literature enhances the quality of the service to the client and is not primarily of promotional benefit to the product provider, and the distribution cost is borne by the intermediary. |
4. | Freepost envelopes* |
5. | Product specific literature (for example, key features, minimum information) subject to specific conditions. |
6. | Draft articles, news items and financial promotions for publication in the intermediarys magazine as long as any cost borne by the provider firm is not more than market rate and excludes any distribution costs. |
7. | Take part or pay towards the cost of seminars and conferences organised by another firm as long as it is: |
| For a genuine business purpose |
| Reasonable and proportionate. |
Any costs paid should be associated with the level of Baillie Giffords participation and by reference to the time that Baillie Gifford staff have played an active role. Baillie Gifford should not be paying all an advisory firms costs incurred in running a seminar or conference.
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8. | Freephone link * |
9. | Technical services |
| Quotations and projections relating to its packaged products and advice on completion of forms or other documents |
| Access to data processing facilities or to data related to the firms business |
| Access to 3rd party electronic dealing or quotation systems |
| Software giving information about the firms packaged products. Any payments to an intermediary that go beyond that which is required to operate software supplied by Baillie Gifford would not be permitted. Likewise, any payments to develop an intermediarys general IT systems would not be permitted. |
10. | Generic technical information in writing, not necessarily related to the firms business* or if it is of a specialist nature is made available to a particular class of intermediary. |
11. | Training facilities (lectures, venues, written material, software)* |
If Baillie Gifford is giving an advisory firm training on the features and benefits of its products or services, the training should be made reasonably available to all advisory firms that could recommend Baillie Giffords products, even if only on a first-come, first-served basis.
12. | Reimbursement of reasonable travel and accommodation expenses if the intermediary participates in a training event organised by the firm. |
Please note, that whilst this section applies to packaged products, the arrangements in (12) above can also be applied to our institutional business, although consideration must be given to overseas clients with specific code of ethics requirements on inducements.
5.4 FINRA Specific Requirements for Registered Persons of BGFS
Registered persons of BGFS are not permitted to give or receive any gifts of value in excess of $100 per individual per year to another FINRA members registers persons.
Small gifts of less than $100 per year per recipient are aggregated toward the annual gift limit. For further information on BGFSs Gifts and Entertainment policy, please see the BGFS Written Supervisory Procedures.
5.5 Specific Requirements for Employees and Licensed Representatives of BGA(HK)
Employees and Licensed Representatives of BGA(HK) are bound by the HKD equivalent (on a day to day basis) of all GBP values quoted within this policy.
As such, employees and Licensed Representatives are not permitted to give or receive any gift of value in excess of the HKD equivalent of £50.
6. Whistleblowing Policy
In 2013 the UK Parliamentary Commission on Banking Standards recommended that banks put in place mechanisms to allow their employees to raise concerns internally (i.e. to blow the whistle) and that they appoint a senior person to take responsibility for the effectiveness of these arrangements. In 2015, both the PRA and the FCA consulted on a package of rules and guidance (Whistleblowing Regulations) for firms to formalise their whistleblowing procedures. The contents of this policy have been updated to reflect these new requirements. In addition to the PRA and FCAs regulation there is UK legislation which applies including the Public Interest Disclosure Act 1998 (PIDA) and the Employment Rights Act (1996). The UK is not the only jurisdiction to which whistleblowing applies and other
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jurisdictions in which Baillie Gifford operates such as the USA and Canada are also in scope for whistleblowing. This policy is designed to ensure compliance with the SECs Whistleblower Program created under the Dodd Frank Act and other applicable regulatory measures.
6.1 Scope and Application
This policy applies to Baillie Gifford & Co and all its affiliated companies (Baillie Gifford) and the following relevant individuals:
| All employees of Baillie Gifford entities |
| Partners of Baillie Gifford |
| Fixed term, temporary and agency staff |
| Interns and summer students |
| Secondees to Baillie Gifford |
| Contractors (with systems access) |
| Individuals providing services via Personal Service Companies |
| Non-Executive Directors of Baillie Gifford Life Ltd |
This policy puts into practice Baillie Giffords support for the spirit and letter of the Whistleblowing Regulations. These regulations give protection to all relevant individuals who raise concerns about alleged malpractice at work; commonly known as Whistleblowing. In normal course, we would expect any HR issues or customer complaints to be routed through the established channels for those issues rather than be treated as Whistleblowing. That said, Baillie Gifford aims to ensure that we do not unknowingly harbour malpractice and we do this by encouraging all relevant individuals to report any concerns that they may have. A reportable concern is defined as a concern held by any person in relation to the activities of a firm, including;
a) | Any matter that, if disclosed, would be the subject matter of a protected disclosure, including a breach of any rule; |
b) | A failure to comply with the firms policies and procedures; and |
c) | Behaviour that has or is likely to have an adverse effect on the firms reputation or financial well-being |
Baillie Gifford will view acts of malpractice seriously and any concerns reported will be investigated promptly and treated confidentially.
This policy is intended to cover serious issues and does not include normal day to day problems or errors which should be reported as quickly as possible to your immediate manager.
6.2 UK Legislation
PIDA states that individuals who make qualifying disclosures of information in the public interest have the right not to suffer detriment by any act or omission of their employer because of the disclosure. A qualifying, protected disclosure is one which, in the reasonable belief of the individual, suggests that one or more of the following has been, is being, or is likely to be committed and is in the public interest:
| a criminal offence; |
| a failure to comply with any legal obligation; |
| a miscarriage of justice; |
| possible improprieties in matters of financial reporting; |
| the putting of the health and safety of any individual in danger; |
| damage to the environment; or |
| deliberate concealment relating to any of the above. |
PIDA protects you in making a disclosure where the disclosure meets the requirements set out above and is made in good faith.
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The Employment Rights Act (1996) also considers a protected disclosure as being a qualifying disclosure as defined above made by a worker to his employer or other responsible person.
6.3 Obligations for Baillie Gifford
Baillie Gifford is required to establish, maintain and implement appropriate and effective arrangements for the disclosure of reportable concerns internally through a specific, independent and autonomous channel. This includes the appointment of a whistleblowing champion, a whistleblowing policy and whistleblowing procedures to provide protection for those who whistle blow. Employment contracts and termination agreements have wording on workers legal rights on disclosure and should not deter staff from whistleblowing.
6.4 Whistleblowing Champion
Within Baillie Gifford, the whistleblowing champion is the Head of Internal Audit, Lyndsay Cooper. The whistleblowing champion has the following responsibilities:
1) | To oversee the development and on going integrity, independence and effectiveness of whistleblowing practices, policies and procedures |
2) | To have oversight of the area responsible for dealing with reportable concerns |
3) | To be involved as part of their oversight role for tribunals related to whistleblowing |
4) | To prepare / oversee the preparation of the annual board report |
6.5 Reporting
Internal arrangements are in place for people to make reportable concerns (report malpractice at work / whistle blow). These arrangements within Baillie Gifford are outlined below.
6.6 Internal Reporting
Any relevant individual who has a serious concern should not hesitate to raise the issue with the whistleblowing champion. Any issues raised will be treated seriously and in confidence. Baillie Gifford gives a firm assurance that there will be no adverse consequences as a result of such a report being made.
Staff should feel able to raise any such concern internally, confident that it will be dealt with properly and that all reasonable steps will be taken to protect you from victimisation.
The format of any investigation may vary depending on the circumstances. Any relevant individual who makes a reportable concern may be required to attend one or more fact finding meetings and can choose to be accompanied by a work colleague. The result of the investigation will be communicated to the individual who has raised the issue as well as to any individual under investigation and any relevant external authorities.
Records are to be kept of the concerns reported, by whom they were reported and the outcome. These concerns are to be reviewed and assessed to determine if they are genuinely reportable concerns, or whether they are more appropriate to be channelled elsewhere in the firm. For example, there may be routine matters which are more appropriate to be dealt with by HR or customer complaints teams.
Whistleblowing concerns can be reported on a named or anonymous basis and relevant individuals can also whistle blow directly to the regulator, without going through the internal process. Any duty of confidentiality that you owe under contract of employment does not preclude your right to raise malpractice concerns either internally or externally under this policy.
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6.7 Submitting a Reportable Concern
In the event that a reportable concern is needed to be made, notification should be sent direct to Lyndsay.Cooper@bailliegifford.com . Should you wish to make a submission on an anonymous basis please send in an envelope marked Private and Confidential to Lyndsay Cooper. If you are not based in Edinburgh, please address as Private and Confidential to the named individual above at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN.
6.8 External Reporting
The above policy does not prevent individuals from raising serious concerns outside Baillie Gifford. You have the right to raise serious issues outside Baillie Gifford, for example: the police for any illegal act; the FCA (020 7066 9200), the PRA (0203 461 8703) or the Securities Exchange Commission ( https://www.sec.gov/whistleblower/ ) as applicable for a regulatory breach; and Edinburgh City Councils Environmental Services Department for health and safety issues (0131 529 3030).
If you have reported malpractice internally and you are concerned either by the response or lack of response, or if you feel unable to talk to anyone internally for whatever reason, you can contact the regulators directly using the contact details provided above. PIDA protects you if you contact the FCA or PRA where:
| you satisfy the test for raising the issue (as described in the introduction to this policy); |
| you reasonably believe the information and any allegations in it are substantially true; and |
| you reasonably believe the FCA or PRA is responsible for the issue in question. |
Relevant individuals are able to seek independent advice regarding possible malpractice from an independent organisation called Public Concern at Work (PCAW). Further information regarding PCAW can be found on their website www.pcaw.org.uk or by telephone (020 7404 6609).
6.9 False Accusations
In the event that an accusation was false and found to have been made with malicious intent then it may subsequently be treated as misconduct and dealt with in line with the firms Disciplinary Procedure .
6.10 Client Specific Whistleblowing Obligations
Several of Baillie Giffords Clients have included within their Investment Management Agreements (IMAs) a Whistleblowing clause, obligating staff at Baillie Gifford to report any concerns they may have about the Client.
It is important that Staff, specifically Client Contacts, are aware of any whistleblowing obligations detailed in Client IMAs to ensure they understand how to act if they identify a reportable concern with a client representative.
6.11 Annual Report
An annual report is to be made to the Management Committee and Baillie Gifford Life Limited Board. There is no prescribed content, other than the requirement to include any details of the whistleblowing employment tribunals which the firm has lost. This report is to be made available to regulators upon request, but is not required to be submitted to the PRA or the FCA.
6.12 Training & Awareness
The whistleblowing policy will be brought to the attention of all relevant individuals on joining Baillie Gifford and on a periodic basis thereafter.
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Code of Ethics | 2017 |
7. Acknowledgement and Certification
7.1 Receipt and Acknowledgement of the Code
All members of staff are required to receive a copy of the Code of Ethics and any amendments to the Code of Ethics. All members of staff are required to complete an annual certification, confirming that they have read the Code of Ethics and acknowledging that they are subject to its requirements. Further, all members of staff confirm through the annual certification that they have complied with the Code and that they have disclosed or reported all information required to be disclosed or reported according to the requirements of the Code.
All certifications of receipt of the Code shall be filed with the Compliance Department by submitting a Certificate of Compliance.
7.2 Annual Report to Baillie Gifford Boards
The Head of Compliance will prepare and submit to the appropriate Baillie Gifford Boards an annual report which:
| certifies that the firm or investment company as appropriate has adopted procedures designed to prevent Access Persons from violating the Code; |
| identifies any violations of the current procedures for personal securities investing and managements recommended response; and |
| makes any recommended changes in the procedures, as appropriate, based on operating experience under the Code, evolving industry practices or amendments to applicable laws or regulations. |
Baillie Gifford & Co Head Office
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Telephone + 44 (0)131 275 2000 www.bailliegifford.com
25
CODE OF ETHICS
CAUSEWAY CAPITAL MANAGEMENT TRUST
and
CAUSEWAY ETMF TRUST
and
CAUSEWAY CAPITAL MANAGEMENT LLC
I. INTRODUCTION
A. Standards of Conduct . This Code of Ethics has been adopted by the Trusts and the Adviser in compliance with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Capitalized terms used in this Code are defined in Appendix 1 to this Code. All Appendixes referred to herein are attached to and are a part of this Code.
This Code is based on the principles that the trustees, managers, officers, and employees of each Trust and the Adviser have a fiduciary duty to the Trust and that the board of managers, officers, and employees of the Adviser or its parent holding company also have a fiduciary duty to the Advisers other clients. Fiduciaries owe their clients duties of honesty, good faith and fair dealing. As fiduciaries, Covered Persons must at all times:
1. Place the interests of the Funds and Private Accounts first . Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Funds and Private Accounts. Covered Persons may not induce or cause a Fund or Private Account to take action, or not to take action, for personal benefit, rather than for the benefit of the Fund or Private Account. For example, a Covered Person would violate this Code by causing a Fund or Private Account to purchase a Security he or she owned for the purpose of increasing the price of that Security or by Market Timing Funds or Private Accounts.
2. Avoid taking inappropriate advantage of their positions . Covered Persons may not, for example, use their knowledge of portfolio transactions to profit by the market effect of such transactions. Receipt of investment opportunities, perquisites, or gifts from persons seeking business with a Trust or the Adviser could call into question the exercise of a Covered Persons independent judgment.
3. Conduct all personal Securities Transactions in full compliance with this Code including the reporting requirements . All personal Securities Transactions must be conducted consistent with this Code and in such a manner as to avoid actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility. Doubtful situations should be resolved in favor of the Funds and Private Accounts.
4. Comply with all applicable federal securities laws . Covered Persons must comply with all applicable federal securities laws. It is prohibited for a Covered Person, in connection
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with the purchase or sale, directly or indirectly, by the person of a Security held or to be acquired by a Fund or Private Account:
(i) | To employ any device, scheme or artifice to defraud a Fund or Private Account; |
(ii) | To make any untrue statement of a material fact to a Fund or Private Account or omit to state a material fact necessary in order to make the statements made to a Fund or Private Account, in light of the circumstances under which they are made, not misleading; |
(iii) | To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund or Private Account; or |
(iv) | To engage in any manipulative practice with respect to a Fund or Private Account. |
This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not act as a shield from liability for personal trading or other conduct that violates a fiduciary duty to Fund shareholders or Private Account clients.
Violations of the Code must be reported promptly to the Compliance Officer. Failure to comply with the Code may result in sanctions, including termination of employment.
B. Appendixes to the Code . The Appendixes to this Code are attached to and are a part of the Code. The Appendixes include the following:
1. | Definitions (Appendix 1), |
2. | Contact Persons (Appendix 2), |
3. | Certification of Compliance with Code of Ethics (Appendix 3 and 3-I), |
a) Personal Securities Holdings and Accounts Disclosure Form (Appendix 3-A)
4. | Form Letter to Broker, Dealer or Bank (Appendix 4). |
5. | Report of Securities Transactions (Appendix 5) |
6. | Initial Public Offering / Private Placement Clearance Form (Appendix 6) |
C. Application of the Code to Independent Fund Trustees . The following provisions do not apply to Independent Fund Trustees and their Immediate Families.
1. | Personal Securities Transactions (Section II) |
2. | Initial, Quarterly and Annual Holdings Reporting Requirements (Section III.A) |
II. PERSONAL SECURITIES TRANSACTIONS
A. | Prohibited Transactions . |
1. Prohibited Securities Transactions . The following Securities Transactions are prohibited and will not be authorized by the Compliance Officer (or a designee) absent exceptional circumstances. The prohibitions apply only to the categories of persons specified.
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a. Pending Buy or Sell Orders (Investment Personnel and Access Persons) . Any purchase or sale of Securities (except Funds) by Investment Personnel or Access Persons on any day during which any Fund or Private Account has a pending buy or sell order in the same Security (or Equivalent Security) until that order is executed or withdrawn. This prohibition applies whether the Securities Transaction is in the same direction ( e.g. , two purchases) or the opposite direction (a purchase and sale) as the transaction of the Fund or Private Account. See exemption in Section II.B.2.
b. Seven-Day Blackout (Investment Personnel and Access Persons) . Purchases or sales of Securities (except Funds and registered open-end investment companies that are not ETFs) by Investment Personnel or Access Persons within seven calendar days before and after a purchase or sale of the same Securities (or Equivalent Securities) by any Fund or Private Account. For example, if a Fund or Private Account trades a Security on day one, day eight is the first day any Investment Personnel or Access Persons may trade that Security (or Equivalent Security) for an account in which he or she has a beneficial interest. This prohibition applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. This prohibition also does not apply where a personal trade follows or precedes a Fund or Private Account trade to purchase or sell a basket of securities to invest cash or raise cash ( e.g ., program trades or cash equitization trades). Investment Personnel and Access Persons may not cause a Fund or Private Account to refrain from trading in order to avoid the application of this prohibition. See exemption in Section II.B.2.
c. Intention to Buy or Sell for a Fund or Private Account (Investment Personnel and Access Persons) . Purchases or sales of Securities (except Funds) by an Access Person or Investment Person at a time when that Access Person or Investment Person intends, or knows of anothers intention, to purchase or sell that Security (or an Equivalent Security) on behalf of a Fund or Private Account. This prohibition also applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. This prohibition does not apply with respect to Fund or Private Account trades to purchase or sell a basket of securities to invest cash or raise cash ( e.g. , program trades or cash equitization trades).
d. Sixty Day Short-Term Trading Profit Restriction (Investment Personnel and Access Persons) . Investment Personnel are prohibited from profiting from any purchase and sale, or sale and purchase, of a Security or Equivalent Security within sixty calendar days. All Access Persons are prohibited from profiting from any purchase and sale, or sale and purchase, of a Fund or Private Account within sixty calendar days.
e. Restricted List (Investment Personnel and Access Persons) . Investment Personnel and Access Persons are prohibited from purchases or sales of Securities on the Advisers Restricted List, if any.
f. Holdings Restriction (Investment Personnel and Access Persons) . Investment Personnel and Access Persons are prohibited from purchasing Securities or Equivalent Securities (except Funds and ETFs) currently held or sold short by any Fund or Private Account.
g. Excessive Trading (Investment Personnel and Access Persons) . Excessive trading is strongly discouraged. Excessive trading means trading with a frequency that
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potentially imposes an administrative burden on the Compliance department, interferes with regular job duties, or adversely affects clients, as determined by the Compliance Officer in his or her discretion. In general, any Access Person engaging in more than 40 Securities Transactions in a quarter should expect additional scrutiny of his or her trades. The Compliance Officer monitors trading activity, and may limit the number of Securities Transactions by an Access Person during a given period. Notwithstanding the foregoing, this rule does not apply to Securities Transactions in an account that is managed by a broker or adviser with discretionary authority over the account.
2. Always Prohibited Securities Transactions . The following Securities Transactions for Funds or Private Accounts are prohibited for all Access Persons and Investment Persons and will not be authorized under any circumstances.
a. Inside Information . Any transaction in a Security while in possession of material nonpublic information regarding the Security or the issuer of the Security. For more detailed information, see the Advisers Insider Trading Policy in its Compliance Policies and Procedures.
b. Market Manipulation . Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading.
c. Others . Any other transactions deemed by the Compliance Officer (or a designee) to involve a conflict of interest, possible diversions of a corporate opportunity, an appearance of impropriety, or an administrative burden, or determined by the Compliance Officer (or designee) in his or her discretion to be prohibited for any other reason.
3. Initial Public Offerings (Investment Personnel and Access Persons) . Any purchase of Securities by Investment Personnel or Access Persons in an initial public offering (other than a new offering of a registered open-end investment company) is only permitted if the Compliance Officer grants permission after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the persons position as an Investment Person or Access Person. If authorized, the Compliance Officer will maintain a record of the reasons for such authorization (see Appendix 6).
4. Private Placements (Investment Personnel and Access Persons) . Acquisition of Beneficial Interests in Securities in a Private Placement by Investment Personnel or Access Persons is only permitted if the Compliance Officer (or a designee) grants permission after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the persons position as an Investment Person or Access Person. If a Private Placement transaction is permitted, the Compliance Officer will maintain a record of the reasons for such approval (see Appendix 6). Investment Personnel who have acquired securities in a Private Placement are required to disclose that investment to the Compliance Officer when they play a part in any subsequent consideration of an investment in the issuer by a Fund or Private Account, and the decision to purchase securities of the issuer by a Fund or Private Account must be independently authorized by a Portfolio Manager with no personal interest in the issuer.
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B. | Exemptions. |
1. The following Securities Transactions are exempt from the restrictions set forth in Section II.A.
a. Mutual Funds . Securities issued by any registered open-end investment companies (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs/ETMFs);
b. No Knowledge . Securities Transactions where neither the Access Person nor Investment Person nor an Immediate Family member knows of the transaction before it is completed (for example, Securities Transactions effected for an Access Person or Investment Person by a trustee of a blind trust or by an automated or robo adviser without Access Person or Investment Person input or approval, or discretionary trades involving an investment partnership or investment club in which the Access Person or Investment Person is neither consulted nor advised of the trade before it is executed);
c. Certain Corporate Actions . Any acquisition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities;
d. Rights . Any acquisition of Securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent the rights were acquired in the issue;
e. Charities and Inheritances . Any disposition of Securities (or Equivalent Securities) donated or transferred to charitable or similar organizations, or any acquisition of Securities (or Equivalent Securities) through inheritance or similar estate transfer processes. This exception does not apply to a donation where the Access Person or Investment Person knows that the recipient will immediately sell the Securities (or Equivalent Securities).
f. Miscellaneous . Any transaction in the following: (1) bankers acceptances, (2) bank certificates of deposit, (3) commercial paper, (4) high quality short-term debt, including repurchase agreements, (5) Securities that are direct obligations of the U.S. Government, (6) municipal bonds, and (7) other Securities as may from time to time be designated in writing by the Compliance Officer on the grounds that the risk of abuse is minimal or non-existent.
2. Personal Transactions in Securities that also are being purchased, sold or held by a Fund or Private Account are exempt from the prohibitions of Sections II.A.1. a, b and c if the Investment Person or Access Person does not, in connection with his or her regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of Securities by that Fund or Private Account.
3. Application to Commodities, Certain Futures, Options on Futures and Options on Broad-Based Indexes . Commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks, but not including futures on single securities) and options on futures are not subject to the prohibited transaction provisions of Section II.A., but are subject to the Codes transaction reporting requirements.
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III. REPORTING AND PRECLEARANCE REQUIREMENTS
A. | Reporting and Preclearance Requirements for Access Persons and Investment Personnel |
1. Preclearance Procedures . Access Persons and Investment Persons must obtain approval from the Compliance Officer prior to entering into any Securities Transactions (including IPOs and Private Placements), except that preclearance is not required for the exempt Securities Transactions set forth in Section II.B or for Securities Transactions in Funds or federal Thrift Savings Plan funds, provided, however, that preclearance is required for Securities Transactions in Funds of Causeway ETMF Trust. Access Persons and Investment Persons may preclear Securities Transactions only where they have a present intent to transact in the Security.
To preclear a Securities Transaction, an Access Person or Investment Person shall communicate his or her request to the Compliance Officer and provide the following information:
a) | Issuer name; |
b) | Type of security (stock, bond, note, etc.); and |
c) | Nature of transaction (purchase or sale). |
Approval of a Securities Transaction, once given, is effective only for two business days or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate, whichever is shorter.
2. Initial Holdings and Accounts Report . Every Access Person and Investment Person must submit within 10 days of becoming an Access Person or Investment Person an Initial Holdings and Accounts Report (see Appendix 3-A) to the Compliance Officer listing all Securities accounts and Securities that he or she holds in such accounts in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Initial Holdings and Accounts Report must be current as of a date not more than 45 days prior to the date the person becomes an Access Person or Investment Person.
3. Quarterly Reporting Requirements . Every Access Person and Investment Person (and Immediate Family member) must arrange for the Compliance Officer to receive directly from any broker, dealer, or bank that effects any Securities Transaction, duplicate copies of each confirmation for each such transaction and periodic statements for each brokerage account in which such Access Person or Investment Person (and Immediate Family member) has a Beneficial Interest. Attached hereto as Appendix 4 is a form of letter that may be used to request such documents from such entities. All copies must be received no later than 30 days after the end of the calendar quarter. Each confirmation or statement must disclose the following information:
a) | the date of the transaction; |
b) | the title (and exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable); |
c) | the number of shares and principal amount; |
d) | the nature of the transaction ( e.g. , purchase or sale); |
e) | the price of the Security; and |
f) | the name of the broker, dealer or bank through which the trade was effected. |
If an Access Person or Investment Person (or Immediate Family member) is not able to arrange for duplicate confirmations and periodic statements to be sent that contain the information required above, or if a transaction is consummated without an intermediary, he or she must submit a quarterly transaction report (see Appendix 5) within 30 days after the completion of each calendar quarter to the Compliance Officer.
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4. Every Access Person or Investment Person who establishes a Securities account during the quarter in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest must submit an Account Report (see Appendix 5) to the Compliance Officer. This report must be submitted to the Compliance Officer within 30 days after the completion of each calendar quarter.
5. Annual Holdings and Accounts Report . Every Access Person and Investment Person must annually submit an Annual Holdings and Accounts Report (see Appendix 3-A) listing all Securities accounts and Securities in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.
6. An Access Person or Investment Person is not required to report Securities accounts that may only hold open-end mutual funds (except ETFs/ETMFs); however, an Access Person or Investment Person is required to report Securities accounts that are permitted to hold other Securities or ETFs/ETMFs even if the Securities account does not currently hold other Securities or ETFs/ETMFs.
B. | Reporting Requirements for Independent Fund Trustees |
Each Independent Fund Trustee (and his or her Immediate Family) must report to the Compliance Officer any trade in a Security by any account in which the Independent Fund Trustee has any Beneficial Interest if the Independent Fund Trustee knew or, in the ordinary course of fulfilling his or her duty as a Trustee of the Trust, should have known that during the 15-day period immediately preceding or after the date of the transaction in a Security by the Trustee such Security (or an Equivalent Security) was or would be purchased or sold by a Fund or such purchase or sale by a Fund was or would be considered by the Fund, except with respect to purchases or sales of a basket of securities to invest cash or raise cash ( e.g. , program trades or cash equitization trades). Independent Fund Trustees who need to report such transactions should refer to the procedures outlined in Section III.A.2.
C. | Exemptions, Disclaimers and Availability of Reports |
1. | Exemptions . |
(a) A Securities Transaction involving the following circumstances or Securities is exempt from the reporting requirements discussed above: (1) neither the Access Person or Investment Person nor an Immediate Family member had any direct or indirect influence or control over the transaction; (2) Securities directly issued by the U.S. Government; (3) bankers acceptances; (4) bank certificates of deposit; (5) commercial paper; (6) high quality short-term debt instruments, including repurchase agreements; and (7) shares issued by open-end mutual funds (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs/ETMFs).
(b) An Access Person or Investment Person shall not be required to make a transaction report under Section III.A. to the extent that information in the report would duplicate information recorded by the Adviser pursuant to Rule 204-2(a)(13) of the Advisers Act.
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(c) With respect to transactions effected pursuant to an Automatic Investment Plan, Access Persons and Investment Persons need not make quarterly transaction reports under Section III.A.
2. Disclaimers . Any report of a Securities Transaction for the benefit of a person other than the individual in whose account the transaction is placed may contain a statement that the report should not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.
3. Availability of Reports . All information supplied pursuant to this Code may be made available for inspection to the Board of Trustees of the Trusts, the management of the Adviser, the Compliance Officer, any party to which any investigation is referred by any of the foregoing, the SEC, any self-regulatory organization of which the Adviser is a member, any state securities commission or regulator, and any attorney or agent of the foregoing or of the Trusts.
IV. FIDUCIARY DUTIES
A. Confidentiality . Covered Persons are prohibited from revealing information relating to the investment intentions or activities of the Funds or Private Accounts except to persons whose responsibilities require knowledge of the information.
B. Corporate Opportunities . Access Persons and Investment Persons may not take personal advantage of any opportunity properly belonging to the Funds or Private Accounts. This includes, but is not limited to, acquiring Securities for ones own account that would otherwise be acquired for a Fund or Private Account.
C. Undue Influence . Covered Persons may not cause or attempt to cause any Fund or Private Account to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Covered Person. If a Covered Person (or Immediate Family member) stands to benefit materially from an investment decision for a Fund or Private Account which the Covered Person is recommending or participating in, the Covered Person must disclose to those persons with authority to make investment decisions for the Fund or Private Account (or, if the Covered Person in question is a person with authority to make investment decisions for the Fund or Private Account, to the Compliance Officer) any Beneficial Interest that the Covered Person (or Immediate Family member) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the Covered Person (or Immediate Family member) or the appearance of impropriety. The person to whom the Covered Person reports the interest, in consultation with the Compliance Officer, must determine whether or not the Covered Person will be restricted in making investment decisions.
V. COMPLIANCE WITH THIS CODE OF ETHICS
A. | Compliance Officer Review |
1. Monitoring of Personal Securities Transactions . The Compliance Officer will review personal Securities Transactions and holdings reports made pursuant to Section III.
2. Investigating Violations of the Code . The Compliance Officer will investigate any suspected violation of the Code and report the results of each investigation to the Chief Operating Officer of the Adviser. The Chief Operating Officer together with the Compliance Officer will review the results of any investigation of any reported or suspected violation of the Code.
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3. Annual Reports . At least annually, the Compliance Officer must furnish to each Trusts Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Fund and the Adviser have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.
B. | Remedies |
1. Sanctions . If the Compliance Officer and the Chief Operating Officer of the Adviser determine that a Covered Person has committed a violation of the Code following a report of the Compliance Officer, the Compliance Officer and the Chief Operating Officer of the Adviser may impose sanctions and take other actions as they deem appropriate, including a letter of caution, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the SEC, criminal referral, and termination of the employment of the violator for cause. Absent exceptional circumstances, an Access Persons first violation of the Code would result in a 30-day suspension of personal trading privileges, a second violation within a five year period would result in a 90-day suspension of personal trading privileges, and a third violation within a five year period would result in a 2-year suspension of trading privileges. For these purposes, violations would be measured from the date the violation occurred and include, for accumulation purposes, past violations. A suspension of trading privileges would generally entail a prohibition from purchasing Securities, but would not prohibit purchases of registered open-end investment companies and would not prohibit sales of Securities or purchases of Securities to cover short positions.
The Compliance Officer and the Chief Operating Officer of the Adviser also may require the Covered Person to reverse the trade(s) in question and forfeit any profit or absorb any loss derived therefrom. The amount of profit shall be calculated by the Compliance Officer and the Chief Operating Officer of the Adviser. Such profit and any other monetary fine imposed hereunder shall be paid by the Covered Person to the Adviser and forwarded by the Adviser to a charitable organization selected by the Compliance Officer and the Chief Operating Officer of the Adviser. The Compliance Officer and the Chief Operating Officer of the Adviser may not review his or her own transaction.
2. Sole Authority . The Compliance Officer and the Chief Operating Officer of the Adviser have sole authority, subject to the review set forth in Section V.B.1 above, to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Failure to promptly abide by a directive to reverse a trade or forfeit profits may result in the imposition of additional sanctions.
C. Exceptions to the Code . Exceptions to the Code will rarely, if ever, be granted. The Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if the Compliance Officer finds that the proposed conduct involves negligible opportunity for abuse, or upon a showing by the employee that he or she would suffer extreme financial hardship should an exception not be granted. Should the subject of the exception request involve a Securities Transaction, a change in the employees investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for an exception. Any exceptions granted must be in writing.
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D. Compliance Certification . The Adviser shall provide each Covered Person with a copy of the Code of Ethics and any amendments. Each Access Person and Investment Person shall certify that he or she has received, read and understands the Code and any amendments by executing the Certification of Compliance with the Code of Ethics form (see Appendix 3). In addition, on an annual basis, all Access Persons and Investment Persons will be required to re-certify on such form (see Appendix 3) that they have read and understand the Code and any amendments, that they have complied with the requirements of the Code, and that they have reported all Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code. Independent Fund Trustees and members of the board of managers of the Advisers parent holding company should complete Appendix 3-I only.
E. Inquiries Regarding the Code . The Compliance Officer will answer any questions about the Code or any other compliance-related matters.
DATED: April 25, 2005
REVISED: November 1, 2005; January 30, 2006; January 28, 2008; February 1, 2010; August 2, 2010;
August 10, 2010; July 1, 2013; June 30, 2015; June 30, 2016; December 29, 2017
Adopted by Causeway ETMF Trust: December 29, 2017
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Appendix 1
DEFINITIONS
1940 Act means the Investment Company Act of 1940, as amended.
Access Person means any officer, general partner or Advisory Person of a Trust or the Adviser; provided, that the employees of SEI Investments Global Funds Services and its affiliates (collectively, SEI) shall not be deemed to be Access Persons as their trading activity is covered by the Code of Ethics adopted by SEI in compliance with Rule 17j-1 under the 1940 Act. Unless otherwise determined by the Compliance Officer in writing, Independent Fund Trustees and members of the board of managers of the Advisers parent holding company who are not Advisory Persons are deemed not to be Access Persons under this Code on the grounds that they do not have regular access to information or recommendations regarding the purchase or sale of Securities by Funds or Private Accounts and the risk of abuse is deemed minimal.
Adviser means Causeway Capital Management LLC.
Advisers Act means the Investment Advisers Act of 1940, as amended.
Advisory Person means
(1) any trustee, member of the board of managers of the Advisers parent holding company, or officer, general partner or employee of the Adviser or a Trust (or of any company in a Control relationship with such companies) who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to information regarding the purchase or sale of Securities by, or the nonpublic portfolio holdings of, the Funds or Private Accounts, or has access to or whose functions relate to the making of any recommendations with respect to such purchases or sales, and
(2) any natural person in a Control relationship to a Trust or the Adviser who obtains information concerning recommendations made to the Funds or Private Accounts with respect to the purchase or sale of Securities by the Funds or Private Accounts.
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 means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. A Covered Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of beneficial owner found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.
Code means this Code of Ethics, as it may be amended from time to time.
Compliance Officer means the Chief Compliance Officer of the Adviser and a Trust and the persons designated in Appendix 2, as such Appendix shall be amended from time to time.
i
Control shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.
Covered Person means any Access Person, Investment Person, Independent Fund Trustee, member of the board of managers of the Advisers parent holding company, or member, officer or employee of the Adviser or its parent holding company.
Equivalent Security means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, futures on single securities, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities and futures on single securities are included even if, technically, they are issued by the Options Clearing Corporation, a futures clearing authority, or a similar entity.
ETF means exchange-traded fund.
ETMF means exchange-traded managed fund, which may also be referred to as NextShares.
Fund means a portfolio of a Trust.
Immediate Family of a person means any of the following persons who reside in the same household as such person:
child |
grandparent |
son-in-law |
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stepchild |
spouse |
daughter-in-law |
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grandchild |
sibling |
brother-in-law |
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parent |
mother-in-law |
sister-in-law |
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stepparent |
father-in-law |
Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Compliance Officer determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.
Independent Fund Trustee means a trustee of a Trust who is not an interested person as that term is defined in Section 2(a)(19) of the 1940 Act.
Initial Public Offering or IPO is an offering of securities registered under the Securities Act of 1933 by an issuer who immediately before the registration of such securities was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
Investment Personnel and Investment Person mean (1) employees of the Adviser or a Trust (or of any company in a Control relationship to such companies) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities, or (2) any natural person who Controls the Adviser or a Trust and who obtains information concerning recommendations made to the Funds or Private Accounts regarding the purchase and sale of Securities by the Funds or Private Accounts. References to Investment Personnel include without limitation Portfolio Managers.
Market Timing means transactions deemed by the Compliance Officer to constitute the short-term buying and selling of shares of Funds or Private Accounts to exploit pricing inefficiencies.
ii
Portfolio Manager means a person who has or shares principal day-to-day responsibility for managing the portfolio of a Fund or Private Account.
Private Account means the portion of a portfolio of a private client or mutual fund client for which the Adviser serves as investment adviser or subadviser.
Private Placement means a limited offering exempt from registration pursuant to Rules 504, 505 or 506 or under Section 4(2) or 4(6) of the Securities Act of 1933.
Restricted List means the list of companies maintained by the Compliance Officer about which the Adviser or its affiliates potentially possess material nonpublic information.
SEC means the Securities and Exchange Commission.
Security means a security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, including, but not limited to, stock, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments of the foregoing, such as options and warrants. Security does not include futures and options on futures (except for single security futures and options on futures), but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code.
Securities Transaction means a purchase or sale of Securities in which a person (or Immediate Family member of such person) has or acquires a Beneficial Interest.
Trust means each of Causeway Capital Management Trust and Causeway ETMF Trust, investment companies registered under the 1940 Act for which the Adviser serves as investment adviser.
iii
Appendix 2
CONTACT PERSONS
COMPLIANCE OFFICER
1. | Kurt J. Decko, Chief Compliance Officer |
2. | Turner Swan, General Counsel/Compliance Officer |
3. | Nicolas Chang, Compliance Officer |
No Compliance Officer is permitted to preclear or review his/her own transactions or reports under this Code.
Appendix 3
CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
I acknowledge that I have received the Code of Ethics dated December 29, 2017, and certify that:
1. I have read the Code of Ethics and any amendments and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.
2. In accordance with Section III.A of the Code of Ethics, I will report or have reported all Securities Transactions in which I have, or a member of my Immediate Family has, a Beneficial Interest, except for transactions exempt from reporting under Section III.C.
3. I have listed on Appendix 3-A of this form all accounts and securities in which I have, or any member of my Immediate Family has, any Beneficial Interest.
4. I will comply or have complied with the Code of Ethics in all other respects.
5. I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Code of Ethics.
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Access Persons/Investment Persons Signature |
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Print Name |
Date:
SEE NEXT PAGE
Appendix 3-A
PERSONAL SECURITIES HOLDINGS and ACCOUNTS DISCLOSURE FORM
(for use as an Initial or Annual Holdings and Accounts Report)
Pursuant to Section III.A.1 or III.A.3 of the Code of Ethics, please list all Securities accounts and Securities holdings for each Securities account in which you or your Immediate Family member has a Beneficial Interest. You do not need to list those Securities that are exempt pursuant to Section III.C.
Is this an Initial or Annual Report? |
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Name of Access Person/Investment Person: |
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Name of Account Holder: |
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Relationship to Access Person/Investment Person: |
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SECURITIES HOLDINGS:
Attach to this Report your most recent account statement and/or list Securities held below:
Title and type of Security (and exchange ticker symbol or CUSIP number) |
No. of Shares | Principal Amount | Name of Broker/Dealer/Bank | |||||||||
1. |
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2. |
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3. |
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4. |
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5. |
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(Attach separate sheets as necessary) |
SECURITIES ACCOUNTS:
Account Name |
Account Number | Date Account Opened | Name of Broker/Dealer/Bank | |||||||||
1. |
||||||||||||
2. |
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3. |
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4. |
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(Attach separate sheets as necessary) |
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I certify that this Report and the attached statements (if any) constitute all the Securities accounts and Securities that must be reported pursuant to this Code.
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Access Person/Investment Person Signature | ||||
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Print Name | Date |
Appendix 3-I
CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
(Independent Fund Trustees
and
members of the board of managers of the Advisers parent holding company)
I acknowledge that I have received the Code of Ethics dated December 29, 2017, and certify that:
1. I have read the Code of Ethics and any amendments, and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.
2. I will report or have reported all Securities Transactions required to be reported under Section III.B of the Code in which I have, or a member of my Immediate Family has, a Beneficial Interest (Independent Fund Trustees only).
3. I will comply or have complied with applicable provisions of the Code of Ethics in all other respects.
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Independent Fund Trustee/Manager Signature |
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Print Name |
Date:
Appendix 4
Form of Letter to Broker, Dealer or Bank
<Date>
<Broker Name and Address>
Subject: Account #
Dear :
Causeway Capital Management LLC (Adviser), my employer, is a registered investment adviser. In connection with the Code of Ethics adopted by the Adviser, I am required to request that you send duplicate confirmations of individual transactions as well as duplicate periodic statements for the referenced account to my employer. Please note that the confirmations and/or periodic statements must disclose the following information:
1) | date of the transaction; |
2) | the title of the security (including exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable); |
3) | the number of shares and principal amount; |
4) | the nature of the transaction ( e.g ., purchase or sale); |
5) | the price of the security; and |
6) | the name of the firm effecting the trade. |
If you are unable to provide this information, please let me know immediately. Otherwise, please address the confirmations and statements directly to:
Kurt J. Decko
Chief Compliance Officer
Causeway Capital Management LLC
11111 Santa Monica Blvd., 15 th Floor
Los Angeles, CA 90025
Your cooperation is most appreciated. If you have any questions regarding these requests, please contact me or Mr. Decko at (310) 231-6181.
Sincerely, |
<Name of Access Person/Investment Person> |
Appendix 5
REPORT OF SECURITY TRANSACTIONS
FOR QUARTER ENDED
Investment Persons and Access Persons: You do not need to report transactions in 1) direct obligations of the U.S. Government, 2) bankers acceptances, bank CDs, commercial paper, high quality short-term debt instruments, including repurchase agreements, 3) shares of an open-end investment company (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs, except that shares of Funds of Causeway ETMF Trust must be reported), 4) transactions for which you had no direct or indirect influence or control; and 5) transactions effected pursuant to an Automatic Investment Plan.
Independent Fund Trustees : If you are an Independent Fund Trustee, then you only need to report a transaction if you, at the time of that transaction, knew or, in the ordinary course of fulfilling your official duties as a Trustee to a Trust, should have known that, during the 15-day period immediately before or after your transaction in a Security:
1) | a Fund purchased or sold such Security or |
2) | a Fund or the Adviser considered purchasing or selling such Security. |
Note that purchases or sales of a basket of securities by a Fund to invest cash or raise cash ( e.g. , program trades or cash equitization trades) do not trigger a reporting obligation.
Disclose all Securities Transactions for the period covered by this report:
Title of Security* |
Number
Shares |
Date of
Transaction |
Price at
Which Effected |
Principal
Amount |
Bought
or Sold |
Name of
Broker/Dealer/Bank |
||||||
* | Please disclose the interest rate or maturity date and exchange ticker symbol or CUSIP number, as applicable. |
Did you establish any securities accounts during the period covered by this report? ☐ Yes ☐ No
If Yes, please complete the following:
-i-
Name of Broker |
Date of
Account Opening |
Account Number |
☐ | The above is a record of every Securities Transaction or account opened which I had, or in which I acquired, any direct or indirect Beneficial Interest during the period indicated above. |
☐ | I certify that the Compliance Officer has received confirmations or account statements pertaining to all Securities Transactions executed that disclose the information required above, and has received notice of any accounts opened, during the period covered by this report. |
☐ | I have nothing to report for the period covered by this report. |
Date: |
Signature: |
-ii-
Appendix 6
INITIAL PUBLIC OFFERING / PRIVATE PLACEMENT
CLEARANCE FORM
(for the use of the Compliance Officer only)
The Code for the Trusts and the Adviser prohibits any acquisition of Securities in an Initial Public Offering (other than shares of open-end investment companies) and Private Placement by any Investment Person or Access Person unless permitted by the Compliance Officer. In these instances, a record of the rationale supporting the approval of such transactions must be completed and retained for a period of five years after the end of the fiscal year in which approval is granted. This form should be used for such recordkeeping purposes; the Compliance Officers signature on an appropriate preclearance form for such securities also shall suffice for record keeping purposes.
Name:
Date of Request |
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Name of IPO / Private Placement: |
|
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Date of Offering: |
|
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Number of Shares/Interests |
|
|||
Price: |
|
|||
Name of Broker/Dealer/Bank |
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☐ | I have cleared the IPO / Private Placement transaction described above. |
Reasons supporting the decision to approve the above transaction:
|
Name of Compliance Officer |
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Signature of Compliance Officer |
|
Date |