Table of Contents

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)

Registrant’s Telephone Number, Including Area Code: (800) 345-6611

 

 

Christopher O. Petersen, Esq.

c/o Columbia Management Investment Advisers, LLC

225 Franklin Street

Boston, Massachusetts 02110

(Name and Address of Agent for Service)

 

 

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 Registrant’s Multi-Manager International Equity Strategies Fund series. Information contained in the Registrant’s Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.

 

 

 


Table of Contents
Prospectus
May 7, 2018
Multi-Manager International Equity Strategies Fund
    
Class   Ticker Symbol
Institutional (Class Inst)   CMIEX
The Fund is expected to commence operations on or about May 17, 2018.
The Fund is offered only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates.
As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

Multi-Manager International Equity Strategies Fund
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Table of Contents
Multi-Manager International Equity Strategies Fund
Summary of the Fund
Investment Objective
Multi-Manager International Equity Strategies Fund (the Fund) seeks long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
    
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.
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:
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.
Since the waivers and/or reimbursements shown in the Annual Fund Operating Expenses table above expire as indicated in the preceding table, they are only reflected in the 1 year example and the first year of the 3 year example. Although your actual costs may be higher or lower, based on the assumptions listed above, your costs (based on estimated Fund expenses) would be:
    
  1 year 3 years
Class Inst (whether or not shares are redeemed) $109 $345
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Table of Contents
Multi-Manager International Equity Strategies Fund
Summary of the Fund (continued)
Portfolio Turnover
The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not available as of the date of this prospectus.
Principal Investment Strategies
The Fund pursues its investment objective by allocating the Fund’s assets among different asset managers that use various investment styles and strategies to invest in equity securities of foreign companies. The Fund’s investment manager, Columbia Management Investment Advisers, LLC (Columbia Management or the Investment Manager), and investment subadvisers (Subadvisers) each provide day-to-day portfolio management for a portion of the Fund’s assets, or sleeve of the Fund. Columbia Management and the Subadvisers employ different investment styles and processes that, in the aggregate, are designed to complement the strategies of one another in pursuit of the Fund’s investment objective.
Columbia Management is responsible for providing day-to-day portfolio management of a sleeve of the Fund and is also responsible for oversight of the Fund's Subadvisers. The Subadvisers are Arrowstreet Capital, Limited Partnership (Arrowstreet), Baillie Gifford Overseas Limited (Baillie Gifford) and Causeway Capital Management LLC (Causeway). Columbia Management, subject to the oversight of the Fund's Board of Trustees, determines the allocation of the Fund's assets to each sleeve, and may change these allocations at any time. Columbia Management and the Subadvisers act independently of one another and use their own methodologies for selecting investments.
Under normal circumstances, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities of foreign companies. The Fund may invest in emerging market countries. The Fund may invest directly in foreign equity securities, such as common and preferred stock and convertible securities, or indirectly through mutual funds and closed-end funds, as well as depositary receipts. Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. The Fund may invest in securities of or relating to issuers believed to be undervalued (i.e., “value” stocks), represent growth opportunities (i.e., “growth” stocks), or both. The Fund can invest in issuers of any size, including small-, mid- and large-capitalization companies. The Fund also may invest in real estate investment trusts.
The Fund may invest in companies involved in initial public offerings, tender offers, mergers, other corporate restructurings and other special situations. From time to time, the Fund may focus its investments in certain countries or geographic areas. The Fund may from time to time emphasize one or more sectors in selecting its investments.
The Fund may invest in derivatives, such as forward contracts (including forward foreign currency contracts, including those regulated as swaps) and futures (including equity futures and index futures), for both hedging and non-hedging purposes including, for example, for investment purposes to seek to enhance returns or, in certain circumstances, when holding a derivative is deemed preferable to holding the underlying asset. In particular, the Fund may invest in forward currency contracts to hedge the currency exposure associated with some or all of the Fund’s securities, to shift investment exposure from one currency to another, to shift U.S. dollar exposure to achieve a representative weighted mix of major currencies in its benchmark, or to adjust an underweight country exposure in its portfolio. The Fund may also invest in equity index futures to manage exposure to the securities market and to maintain equity market exposure while managing cash flows.
Each sleeve manager’s investment strategy may involve the frequent trading of portfolio securities.
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Table of Contents
Multi-Manager International Equity Strategies Fund
Summary of the Fund (continued)
Principal Risks
An investment in the Fund involves risks, including those described below. There is no assurance that the Fund will achieve its investment objective and you may lose money . The value of the Fund’s holdings may decline, and the Fund’s net asset value (NAV) and share price may go down. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Active Management Risk. Due to its active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and/or strategies.
Closed-End Investment Company Risk. Closed-end investment companies frequently trade at a discount to their NAV, which may affect whether the Fund will realize gain or loss upon its sale of the closed-end investment company’s shares. Closed-end investment companies may employ leverage, which also subjects the closed-end investment company to increased risks such as increased volatility.
Convertible Securities Risk. Convertible securities are subject to the usual risks associated with debt instruments, such as interest rate risk and credit risk. Convertible securities also react to changes in the value of the common stock into which they convert, and are thus subject to market risk. The Fund may also be forced to convert a convertible security at an inopportune time, which may decrease the Fund’s return.
Counterparty Risk. Counterparty risk is the risk that a counterparty to a transaction in a financial instrument held by the Fund or by a special purpose or structured vehicle invested in by the Fund may become insolvent or otherwise fail to perform its obligations. As a result, the Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed.
Depositary Receipts Risk. Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary Receipts and/or Global Depositary Receipts. Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those associated with investing in the particular country of an issuer, which may be related to the particular political, regulatory, economic, social and other conditions or events, including, for example, military confrontations, war and terrorism, occurring in the country and fluctuations in such country’s currency, as well as market risk tied to the underlying foreign company. In addition, holders of depositary receipts may have limited voting rights, may not have the same rights afforded to stockholders of a typical domestic company in the event of a corporate action, such as an acquisition, merger or rights offering, and may experience difficulty in receiving company stockholder communications. There is no guarantee that a financial institution will continue to sponsor a depositary receipt, or that a depositary receipt will continue to trade on an exchange, either of which could adversely affect the liquidity, availability and pricing of the depositary receipt. Changes in foreign currency exchange rates will affect the value of depositary receipts and, therefore, may affect the value of your investment in the Fund.
Derivatives Risk. Derivatives may involve significant risks. Derivatives are financial instruments with a value in relation to, or derived from, the value of an underlying asset(s) or other reference, such as an index, rate or other economic indicator (each an underlying reference). Derivatives may include those that are privately placed or otherwise exempt from SEC registration, including certain Rule 144A eligible securities. Derivatives could result in Fund losses if the underlying reference does not perform as anticipated. Use of derivatives is a highly specialized activity that can involve investment techniques, risks, and tax planning different from those associated with more traditional investment instruments. The Fund’s derivatives strategy may not be successful and use of certain derivatives could result in substantial, potentially unlimited, losses to the Fund regardless of the Fund’s actual investment. A relatively small movement in the price, rate or other economic indicator associated with the underlying reference may result in substantial loss for the Fund. Derivatives may be more volatile than other types of investments. The value of derivatives may be influenced by a variety of factors, including national and international political and economic developments. Potential changes to the regulation of the derivatives markets may make derivatives more costly, may limit the market for derivatives, or may otherwise adversely affect the value or performance of derivatives. Derivatives can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
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Table of Contents
Multi-Manager International Equity Strategies Fund
Summary of the Fund (continued)
Derivatives Risk – Forward Contracts Risk. A forward contract is an over-the-counter derivative transaction between two parties to buy or sell a specified amount of an underlying reference at a specified price (or rate) on a specified date in the future. Forward contracts are negotiated on an individual basis and are not standardized or traded on exchanges. The market for forward contracts is substantially unregulated and can experience lengthy periods of illiquidity, unusually high trading volume and other negative impacts, such as political intervention, which may result in volatility or disruptions in such markets. A relatively small price movement in a forward contract may result in substantial losses to the Fund, exceeding the amount of the margin paid. Forward contracts can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
Derivatives Risk – Futures Contracts Risk. A futures contract is an exchange-traded derivative transaction between two parties in which a buyer (holding the “long” position) agrees to pay a fixed price (or rate) at a specified future date for delivery of an underlying reference from a seller (holding the “short” position). The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. Certain futures contract markets are highly volatile, and futures contracts may be illiquid. Futures exchanges may limit fluctuations in futures contract prices by imposing a maximum permissible daily price movement. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. At or prior to maturity of a futures contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in futures contract prices. The liquidity of the futures markets depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the futures market could be reduced. Because of the low margin deposits normally required in futures trading, it is possible that the Fund may employ a high degree of leverage in the portfolio. As a result, a relatively small price movement in a futures contract may result in substantial losses to the Fund, exceeding the amount of the margin paid. For certain types of futures contracts, losses are potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Futures contracts executed (if any) on foreign exchanges may not provide the same protection as U.S. exchanges. Futures contracts can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
Emerging Market Securities Risk. Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin America or Africa, are more likely to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk. In addition, emerging market countries are more likely to experience instability resulting, for example, from rapid changes or developments in social, political, economic or other conditions. Their economies are usually less mature and their securities markets are typically less developed with more limited trading activity (i.e., lower trading volumes and less liquidity) than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes them more sensitive to world commodity prices and economic downturns in other countries, and some have a higher risk of currency devaluations.
Exchange-Traded Fund (ETF) Risk. Investments in ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in ETFs. ETFs are subject to, among other risks, tracking risk and passive and, in some cases, active investment risk. In addition, shareholders bear both their proportionate share of the Fund’s expenses, and indirectly the ETF’s expenses, incurred through the Fund’s ownership of the ETF. Because the expenses and costs of an underlying ETF are shared by its investors, redemptions by other investors in the ETF could result in decreased economies of scale and increased operating expenses for such ETF. The ETFs may not achieve their investment objective. The Fund, through its investment in ETFs, may not achieve its investment objective.
Foreign Securities Risk. Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. Foreign securities subject the Fund to the risks associated with investing in the particular country of an issuer, including political, regulatory, economic, social,
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Table of Contents
Multi-Manager International Equity Strategies Fund
Summary of the Fund (continued)
diplomatic and other conditions or events (including, for example, military confrontations, war and terrorism), occurring in the country or region, as well as risks associated with less developed custody and settlement practices. Foreign securities may be more volatile and less liquid than securities of U.S. companies, and are subject to the risks associated with potential imposition of economic and other sanctions against a particular foreign country, its nationals or industries or businesses within the country. In addition, foreign governments may impose withholding or other taxes on the Fund’s income, capital gains or proceeds from the disposition of foreign securities, which could reduce the Fund’s return on such securities. The performance of the Fund may also be negatively affected by fluctuations in a foreign currency's strength or weakness relative to the U.S. dollar, particularly to the extent the Fund invests a significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar.
Frequent Trading Risk.  The portfolio managers may actively and frequently trade investments in the Fund's portfolio to carry out its investment strategies. Frequent trading of investments increases the possibility that the Fund, as relevant, will realize taxable capital gains (including short-term capital gains, which are generally taxable to shareholders at higher rates than long-term capital gains for U.S. federal income tax purposes), which could reduce the Fund's after-tax return. Frequent trading can also mean higher brokerage and other transaction costs, which could reduce the Fund's return. The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund’s performance.
Geographic Focus Risk. The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. The Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund.
Growth Securities Risk. Growth securities typically trade at a higher multiple of earnings than other types of equity securities. Accordingly, the market values of growth securities may never reach their expected market value and may decline in price. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Investing in Other Funds Risk. The Fund’s investment in other funds (affiliated and/or unaffiliated funds, including exchange-traded funds (ETFs)) subjects the Fund to the investment performance (positive or negative) and risks of the underlying funds in direct proportion to the Fund’s investment therein. In addition, investments in ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in ETFs. The performance of the underlying funds could be adversely affected if other investors in the same underlying funds make relatively large investments or redemptions in such underlying funds. The Fund, and its shareholders, indirectly bear a portion of the expenses of any funds in which the Fund invests. Because the expenses and costs of an underlying fund are shared by its investors, redemptions by other investors in the underlying funds could result in decreased economies of scale and increased operating expenses for such underlying funds. The Investment Manager may have potential conflicts of interest in selecting affiliated underlying funds for investment by the Fund because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds, as well as a potential conflict in selecting affiliated funds over unaffiliated funds. Also, to the extent that the Fund is constrained/restricted from investing (or investing further) in a particular underlying fund for one or more reasons (e.g., underlying fund capacity constraints or regulatory restrictions) or if the Fund chooses to sell its investment in an underlying fund because of poor investment performance or for other reasons, the Fund may have to invest in other underlying funds, including less desirable funds – from a strategy or investment performance standpoint – which could have a negative impact on Fund performance. In addition, Fund performance could be negatively impacted if an appropriate alternate underlying fund does not present itself in a timely manner or at all. The underlying funds may not achieve their investment objective. The Fund, through its investment in underlying funds, may not achieve its investment objective.
Issuer Risk. An issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors. The market capitalization of an issuer may also impact its risk profile. Investments in larger, more established companies may involve certain risks associated with their larger size. For instance, larger, more
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Table of Contents
Multi-Manager International Equity Strategies Fund
Summary of the Fund (continued)
established companies may be less able to respond quickly to new competitive challenges, such as changes in consumer tastes or innovation from smaller competitors. Also, larger companies are sometimes less able to attain the high growth rates of successful smaller companies, especially during extended periods of economic expansion.
Liquidity Risk. Liquidity risk is the risk associated with any event, circumstance, or characteristic of an investment or market that negatively impacts the Fund’s ability to sell, or realize the proceeds from the sale of, an investment at a desirable time or price. Liquidity risk may arise because of, for example, a lack of marketability of the investment, which means that when seeking to sell its portfolio investments, the Fund could find that selling is more difficult than anticipated, especially during times of high market volatility. Market participants attempting to sell the same or a similar instrument at the same time as the Fund could exacerbate the Fund’s exposure to liquidity risk. The Fund may have to accept a lower selling price for the holding, sell other liquid or more liquid investments that it might otherwise prefer to hold (thereby increasing the proportion of the Fund’s investments in less liquid or illiquid securities), or forego another more appealing investment opportunity. Certain investments that were liquid when purchased by the Fund may later become illiquid, particularly in times of overall economic distress. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit environments) may also adversely affect the liquidity and the price of the Fund's investments. Judgment plays a larger role in valuing illiquid or less liquid investments as compared to valuing liquid or more liquid investments. Price volatility may be higher for illiquid or less liquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to liquid or more liquid investments). Generally, the less liquid the market at the time the Fund sells a portfolio investment, the greater the risk of loss or decline of value to the Fund. Overall market liquidity and other factors can lead to an increase in redemptions, which may negatively impact Fund performance and NAV, including, for example, if the Fund is forced to sell investments in a down market. Foreign securities can present enhanced liquidity risks, including as a result of less developed custody, settlement or other practices of foreign markets.
Market Risk. Market risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. An investment in the Fund could lose money over short or long periods.
Money Market Fund Investment Risk. An investment in a money market fund is not a bank deposit and is not insured or guaranteed by any bank, the FDIC or any other government agency. Certain money market funds float their NAV while others seek to preserve the value of investments at a stable NAV (typically, $1.00 per share). An investment in a money market fund, even an investment in a fund seeking to maintain a stable NAV per share, is not guaranteed and it is possible for the Fund to lose money by investing in these and other types of money market funds. If the liquidity of a money market fund’s portfolio deteriorates below certain levels, the money market fund may suspend redemptions (i.e., impose a redemption gate) and thereby prevent the Fund from selling its investment in the money market fund or impose a fee of up to 2% on amounts the Fund redeems from the money market fund (i.e., impose a liquidity fee). These measures may result in an investment loss or prohibit the Fund from redeeming shares when the Investment Manager would otherwise redeem shares. In addition to the fees and expenses that the Fund directly bears, the Fund indirectly bears the fees and expenses of any money market funds in which it invests, including affiliated money market funds. By investing in a money market fund, the Fund will be exposed to the investment risks of the money market fund in direct proportion to such investment. To the extent the Fund invests in instruments such as derivatives, the Fund may hold investments, which may be significant, in money market fund shares to cover its obligations resulting from the Fund’s investments in derivatives. Money market funds and the securities they invest in are subject to comprehensive regulations. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operation, performance and/or yield of money market funds.
Multi-Adviser Risk. The Fund has multiple advisory firms that each manage a portion of the Fund’s net assets on a daily basis. Each adviser makes investment decisions independently from the other adviser(s). It is possible that the security selection process of one adviser will not complement or may conflict or even contradict that of the other adviser(s), including making off-setting trades that have no net effect to the Fund, but which may increase Fund expenses. As a result, the Fund's exposure to a given security, industry, sector or market capitalization could be smaller or larger than if the Fund were managed by a single adviser, which could adversely affect the Fund's performance.
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Table of Contents
Multi-Manager International Equity Strategies Fund
Summary of the Fund (continued)
New Fund Risk. Investors in newly formed funds bear the risk that the fund may not be successful in implementing its investment strategy, and may not employ a successful investment strategy, either of which could result in the fund being liquidated at any time without shareholder approval and/or at a time that may not be favorable for certain shareholders. Such a liquidation could have negative tax consequences for shareholders.
Preferred Stock Risk. Preferred stock is a type of stock that generally pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not ordinarily carry voting rights. The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on which the stock trades. The most significant risks associated with investments in preferred stock include issuer risk, market risk and interest rate risk ( i.e. , the risk of losses attributable to changes in interest rates).
Quantitative Model Risk. Investments selected using quantitative methods may perform differently from the market as a whole. There can be no assurance that these methodologies will enable the Fund to achieve its objective or that the models will perform as expected.
Real Estate-Related Investment Risk. Investments in real estate investment trusts (REITs) and in securities of other companies (wherever organized) principally engaged in the real estate industry subject the Fund to, among other things, risks similar to those of direct investments in real estate and the real estate industry in general. These include risks related to general and local economic conditions, possible lack of availability of financing and changes in interest rates or property values. REITs are entities that either own properties or make construction or mortgage loans, and also may include operating or finance companies. The value of interests in a REIT may be affected by, among other factors, changes in the value of the underlying properties owned by the REIT, changes in the prospect for earnings and/or cash flow growth of the REIT itself, defaults by borrowers or tenants, market saturation, decreases in market rates for rents, and other economic, political, or regulatory matters affecting the real estate industry, including REITs. REITs and similar non-U.S. entities depend upon specialized management skills, may have limited financial resources, may have less trading volume in their securities, and may be subject to more abrupt or erratic price movements than the overall securities markets. REITs are also subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended. Some REITs (especially mortgage REITs) are affected by risks similar to those associated with investments in debt securities including changes in interest rates and the quality of credit extended.
Sector Risk. At times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within a sector. Companies in the same sector may be similarly affected by economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that sector than funds that invest more broadly. Generally, the more broadly the Fund invests, the more it spreads risk and potentially reduces the risks of loss and volatility.
Small- and Mid-Cap Company Securities Risk. Investments in small- and mid-capitalization companies (small- and mid-cap companies) often involve greater risks than investments in larger, more established companies (larger companies) because small- and mid-cap companies tend to have less predictable earnings and may lack the management experience, financial resources, product diversification and competitive strengths of larger companies. Securities of small- and mid-cap companies may be less liquid and more volatile than the securities of larger companies.
Special Situations Risk. Securities of companies that are involved in an initial public offering or a major corporate event, such as a business consolidation or restructuring, may be exposed to heightened risk because of the high degree of uncertainty that can be associated with such events. Securities issued in initial public offerings often are issued by companies that are in the early stages of development, have a history of little or no revenues and may operate at a loss following the offering. It is possible that there will be no active trading market for the securities after the offering, and that the market price of the securities may be subject to significant and unpredictable fluctuations. Certain “special situation” investments are investments in securities or other instruments that are determined to be illiquid or lacking a readily ascertainable fair value. Certain special situation investments prevent
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Table of Contents
Multi-Manager International Equity Strategies Fund
Summary of the Fund (continued)
ownership interests therein from being withdrawn until the special situation investment, or a portion thereof, is realized or deemed realized, which may negatively impact Fund performance. Investing in special situations may have a magnified effect on the performance of funds with small amounts of assets.
Value Securities Risk. Value securities are securities of companies that may have experienced, for example, adverse business, industry or other developments or may be subject to special risks that have caused the securities to be out of favor and, in turn, potentially undervalued. The market value of a portfolio security may not meet portfolio management’s perceived value assessment of that security, or may decline in price, even though portfolio management believes the securities are already undervalued. There is also a risk that it may take longer than expected for the value of these investments to rise to portfolio management’s perceived value. In addition, value securities, at times, may not perform as well as growth securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Performance Information
The Fund is new as of the date of this prospectus and therefore performance information is not available.
When available, the Fund intends to compare its performance to the performance of the MSCI EAFE Index (Net).
When available, updated performance information can be obtained by calling toll-free 800.345.6611 or visiting columbiathreadneedle.com/us.
Fund Management
Investment Manager: Columbia Management Investment Advisers, LLC
Subadviser: Arrowstreet Capital, Limited Partnership (Arrowstreet)
    
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
Subadviser: Baillie Gifford Overseas Limited (Baillie Gifford)
    
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
Subadviser: Causeway Capital Management LLC (Causeway)
    
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
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Summary of the Fund (continued)
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
Purchase and Sale of Fund Shares
Fund shares are offered only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates. Fund shares are sold in accordance with the terms of the account through which you invested in the Fund and redeemed in accordance with the terms of the Fund’s prospectus. There is a $100 minimum initial investment and no minimum additional investment.
Tax Information
The Fund intends to distribute net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income, qualified dividend income or capital gains, unless you are investing through a tax-advantaged account, such as a 401(k) plan or an IRA. If you are investing through a tax-advantaged account, you may be taxed upon withdrawals from that account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies — including Columbia Management Investment Advisers, LLC (the Investment Manager), Columbia Management Investment Distributors, Inc. (the Distributor) and Columbia Management Investment Services Corp. (the Transfer Agent) — may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.
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More Information About the Fund
Investment Objective
Multi-Manager International Equity Strategies Fund (the Fund) seeks long-term capital appreciation. The Fund’s investment objective is not a fundamental policy and may be changed by the Fund’s Board of Trustees without shareholder approval. Because any investment involves risk, there is no assurance the Fund’s investment objective will be achieved.
Principal Investment Strategies
The Fund pursues its investment objective by allocating the Fund’s assets among different asset managers that use various investment styles and strategies to invest in equity securities of foreign companies. The Fund’s investment manager, Columbia Management Investment Advisers, LLC (Columbia Management or the Investment Manager), and investment subadvisers (Subadvisers) each provide day-to-day portfolio management for a portion of the Fund’s assets, or sleeve of the Fund. Columbia Management and the Subadvisers employ different investment styles and processes that, in the aggregate, are designed to complement the strategies of one another in pursuit of the Fund’s investment objective.
Columbia Management is responsible for providing day-to-day portfolio management of a sleeve of the Fund and is also responsible for oversight of the Fund's Subadvisers. The Subadvisers are Arrowstreet Capital, Limited Partnership (Arrowstreet), Baillie Gifford Overseas Limited (Baillie Gifford) and Causeway Capital Management LLC (Causeway). Columbia Management, subject to the oversight of the Fund's Board of Trustees, determines the allocation of the Fund's assets to each sleeve, and may change these allocations at any time. Columbia Management and the Subadvisers act independently of one another and use their own methodologies for selecting investments.
Under normal circumstances, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities of foreign companies. The Fund may invest in emerging market countries. The Fund may invest directly in foreign equity securities, such as common and preferred stock and convertible securities, or indirectly through mutual funds and closed-end funds, as well as depositary receipts. Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. The Fund may invest in securities of or relating to issuers believed to be undervalued (i.e., “value” stocks), represent growth opportunities (i.e., “growth” stocks), or both. The Fund can invest in issuers of any size, including small-, mid- and large-capitalization companies. The Fund also may invest in real estate investment trusts.
The Fund may invest in companies involved in initial public offerings, tender offers, mergers, other corporate restructurings and other special situations. From time to time, the Fund may focus its investments in certain countries or geographic areas. The Fund may from time to time emphasize one or more sectors in selecting its investments.
The Fund may invest in derivatives, such as forward contracts (including forward foreign currency contracts, including those regulated as swaps) and futures (including equity futures and index futures), for both hedging and non-hedging purposes including, for example, for investment purposes to seek to enhance returns or, in certain circumstances, when holding a derivative is deemed preferable to holding the underlying asset. In particular, the Fund may invest in forward currency contracts to hedge the currency exposure associated with some or all of the Fund’s securities, to shift investment exposure from one currency to another, to shift U.S. dollar exposure to achieve a representative weighted mix of major currencies in its benchmark, or to adjust an underweight country exposure in its portfolio. The Fund may also invest in equity index futures to manage exposure to the securities market and to maintain equity market exposure while managing cash flows.
Each sleeve manager’s investment strategy may involve the frequent trading of portfolio securities.
Arrowstreet — International Core Strategy Sleeve
Arrowstreet primarily invests its sleeve in equities (such as common and preferred stock and depositary receipts for common and preferred stock) of international corporations traded on stock exchanges around the world. Under normal market conditions, Arrowstreet will invest a majority of the sleeve’s assets in stocks of non-U.S. companies,
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which may include companies located or operating in developed or emerging market countries. Arrowstreet generally constructs its sleeve by using proprietary forecasting models and a proprietary optimization process that balances the trade-off between a stock’s expected return, its contribution to sleeve level risk, sleeve specific restrictions, and its explicit and implicit trading costs. Buys and sells occur when Arrowstreet identifies an opportunity to improve the sleeve’s risk adjusted benchmark relative expected returns, after transaction costs.
Arrowstreet believes the key to generating alpha involves evaluating securities on an integrated basis, taking into consideration direct effects and indirect, or spillover, effects. Arrowstreet utilizes quantitative tools to forecast equity returns in excess of the broad market. Arrowstreet’s integrated and dynamic forecasting model measures a stock’s expected excess return by including the following influences:
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.
Baillie Gifford — International Growth Strategy Sleeve
Baillie Gifford invests its sleeve primarily in common stocks and other equity securities. Baillie Gifford ordinarily invests in securities of issuers located in at least three countries outside the U.S. and predominantly in securities issued by companies located in countries contained in the MSCI ACWI (ex U.S.) Index, which includes issuers from a range of developed and emerging markets countries.
Baillie Gifford focuses on company research and the long-term outlook of companies and industries. Ideas can come from a wide variety of sources, including, but not limited to, research trips, company meetings, relationships with industry thought leaders and academics, and wider reading. Baillie Gifford researches stock ideas to assess a range of factors, including: backdrop, competitive advantage, management, financial strength and valuation.
Baillie Gifford employs a bottom up stock-picking approach that seeks to make long-term investments in well-managed businesses which enjoy genuine and sustainable competitive advantages. Baillie Gifford seeks to identify companies that are likely to generate above average growth in earnings and cash flows, based on fundamental analysis, which focuses on:
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.
Baillie Gifford may sell a holding if they determine there has been a material deterioration in the investment case or as appropriate to make other investments or meet redemptions.
Causeway — International Value Select Strategy Sleeve
Causeway primarily invests its sleeve in common stocks of companies in developed countries outside the U.S. Causeway generally invests in companies with market capitalizations of $5 billion or greater at the time of investment, but may invest in companies with market capitalizations of any size. When investing the sleeve’s assets, Causeway follows a value style, performing fundamental research supplemented by quantitative analysis. Causeway initially narrows the universe of investment candidates by applying market capitalization and valuation screens. To select investments, Causeway then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. Causeway also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that Causeway buys stocks that it believes have lower prices than their true worth. For
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example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with their investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound.
Causeway considers whether a company has each of the following value characteristics in purchasing or selling securities for the Fund:
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
Generally, price-to-earnings ratio and yield are the most important factors.
Columbia Management — Liquidity Strategy Sleeve
Columbia Management is responsible for managing cash flows into and out of the Fund resulting from the purchase and redemption of Fund shares. Columbia Management typically invests this sleeve in U.S. government securities, high-quality, short-term debt instruments (including investments in affiliated or unaffiliated money market funds), ETFs and futures (including index futures). Columbia Management may also use these instruments to manage the Fund’s overall risk exposure.
The Fund’s investment policy with respect to 80% of its net assets may be changed by the Fund’s Board of Trustees without shareholder approval as long as shareholders are given 60 days’ advance written notice of the change. Additionally, shareholders will be given 60 days’ notice of any change to the Fund’s investment objective made to comply with the SEC rule governing investment company names.
Principal Risks
An investment in the Fund involves risks, including those described below. There is no assurance that the Fund will achieve its investment objective and you may lose money . The value of the Fund’s holdings may decline, and the Fund’s net asset value (NAV) and share price may go down. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Active Management Risk. The Fund is actively managed and its performance therefore will reflect, in part, the ability of the portfolio managers to make investment decisions that seek to achieve the Fund’s investment objective. Due to its active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and/or strategies.
Closed-End Investment Company Risk. Closed-end investment companies frequently trade at a discount to their NAV, which may affect whether the Fund will realize gain or loss upon its sale of the closed-end investment company’s shares. Closed-end investment companies may employ leverage, which also subjects the closed-end investment company to increased risks such as increased volatility.
Convertible Securities Risk. Convertible securities are subject to the usual risks associated with debt instruments, such as interest rate risk (the risk of losses attributable to changes in interest rates) and credit risk (the risk that the issuer of a debt instrument will default or otherwise become unable, or be perceived to be unable or unwilling, to honor a financial obligation, such as making payments to the Fund when due). Convertible securities also react to changes in the value of the common stock into which they convert, and are thus subject to market risk (the risk that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise). Because the value of a convertible security can be influenced by both interest rates and the common stock's market movements, a convertible security generally is not as sensitive to interest rates as a similar debt instrument, and generally will not vary in value in response to other factors to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible securities would typically
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be paid before the company's common stockholders but after holders of any senior debt obligations of the company. The Fund may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Fund's return.
Counterparty Risk. The risk exists that a counterparty to a transaction in a financial instrument held by the Fund or by a special purpose or structured vehicle in which the Fund invests may become insolvent or otherwise fail to perform its obligations due to financial difficulties, including making payments to the Fund. The Fund may obtain no or limited recovery in a bankruptcy or other reorganizational proceedings, and any recovery may be significantly delayed. Transactions that the Fund enters into may involve counterparties in the financial services sector and, as a result, events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Depositary Receipts Risk. Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary Receipts and/or Global Depositary Receipts. Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those associated with investing in the particular country of an issuer, which may be related to the particular political, regulatory, economic, social and other conditions or events, including, for example, military confrontations, war and terrorism, occurring in the country and fluctuations in such country’s currency, as well as market risk tied to the underlying foreign company. In addition, holders of depositary receipts may have limited voting rights, may not have the same rights afforded to stockholders of a typical domestic company in the event of a corporate action, such as an acquisition, merger or rights offering, and may experience difficulty in receiving company stockholder communications. There is no guarantee that a financial institution will continue to sponsor a depositary receipt, or that a depositary receipt will continue to trade on an exchange, either of which could adversely affect the liquidity, availability and pricing of the depositary receipt. Changes in foreign currency exchange rates will affect the value of depositary receipts and, therefore, may affect the value of your investment in the Fund.
Derivatives Risk. Derivatives may involve significant risks. Derivatives are financial instruments, traded on an exchange or in the over-the-counter (OTC) markets, with a value in relation to, or derived from, the value of an underlying asset(s) (such as a security, commodity or currency) or other reference, such as an index, rate or other economic indicator (each an underlying reference). Derivatives may include those that are privately placed or otherwise exempt from SEC registration, including certain Rule 144A eligible securities. Derivatives could result in Fund losses if the underlying reference does not perform as anticipated. Use of derivatives is a highly specialized activity that can involve investment techniques, risks, and tax planning different from those associated with more traditional investment instruments. The Fund’s derivatives strategy may not be successful and use of certain derivatives could result in substantial, potentially unlimited, losses to the Fund regardless of the Fund’s actual investment. A relatively small movement in the price, rate or other economic indicator associated with the underlying reference may result in substantial loss for the Fund. Derivatives may be more volatile than other types of investments. Derivatives can increase the Fund’s risk exposure to underlying references and their attendant risks, including the risk of an adverse credit event associated with the underlying reference (credit risk), the risk of an adverse movement in the value, price or rate of the underlying reference (market risk), the risk of an adverse movement in the value of underlying currencies (foreign currency risk) and the risk of an adverse movement in underlying interest rates (interest rate risk). Derivatives may expose the Fund to additional risks, including the risk of loss due to a derivative position that is imperfectly correlated with the underlying reference it is intended to hedge or replicate (correlation risk), the risk that a counterparty will fail to perform as agreed (counterparty risk), the risk that a hedging strategy may fail to mitigate losses, and may offset gains (hedging risk), the risk that losses may be greater than the amount invested (leverage risk), the risk that the Fund may be unable to sell an investment at an advantageous time or price (liquidity risk), the risk that the investment may be difficult to value (pricing risk), and the risk that the price or value of the investment fluctuates significantly over short periods of time (volatility risk). The value of derivatives may be influenced by a variety of factors, including national and international political and economic developments. Potential changes to the regulation of the derivatives markets may make derivatives more costly, may limit the market for derivatives, or may otherwise adversely affect the value or performance of derivatives.
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Derivatives Risk – Forward Contracts Risk. A forward contract is an over-the-counter derivative transaction between two parties to buy or sell a specified amount of an underlying reference at a specified price (or rate) on a specified date in the future. Forward contracts are negotiated on an individual basis and are not standardized or traded on exchanges. The market for forward contracts is substantially unregulated (there is no limit on daily price movements and speculative position limits are not applicable). The principals who deal in certain forward contract markets are not required to continue to make markets in the underlying references in which they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in forward contract markets have refused to quote prices for certain underlying references or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in forward contract prices. The liquidity of the markets for forward contracts depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the market for forwards could be reduced. A relatively small price movement in a forward contract may result in substantial losses to the Fund, exceeding the amount of the margin paid. Forward contracts can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
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.
Derivatives Risk – Futures Contracts Risk. A futures contract is an exchange-traded derivative transaction between two parties in which a buyer (holding the “long” position) agrees to pay a fixed price (or rate) at a specified future date for delivery of an underlying reference from a seller (holding the “short” position). The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. Certain futures contract markets are highly volatile, and futures contracts may be illiquid. Futures exchanges may limit fluctuations in futures contract prices by imposing a maximum permissible daily price movement. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. At or prior to maturity of a futures contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in futures contract prices. The liquidity of the futures markets depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the futures market could be reduced. Positions in futures contracts may be closed out only on the exchange on which they were entered into or through a linked exchange, and no secondary market exists for such contracts. Futures positions are marked to market each day and variation margin payment must be paid to or by the Fund. Because of the low margin deposits normally required in futures trading, it is possible that the Fund may employ a high degree of leverage in the portfolio. As a result, a relatively small price movement in a futures contract may result in substantial losses to the Fund, exceeding the amount of the margin paid. For certain types of futures contracts, losses are potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Futures contracts executed (if any) on foreign exchanges may not provide the same protection as U.S. exchanges. Futures contracts can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
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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.
Emerging Market Securities Risk. Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin America or Africa, are more likely to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk. In addition, emerging market countries are more likely to experience instability resulting, for example, from rapid changes or developments in social, political, economic or other conditions. Their economies are usually less mature and their securities markets are typically less developed with more limited trading activity ( i.e. , lower trading volumes and less liquidity) than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes them more sensitive to world commodity prices and economic downturns in other countries. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience periods of high inflation or rapid changes in inflation rates and may have hostile relations with other countries.
Exchange-Traded Fund (ETF) Risk. Investments in ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in ETFs. An ETF’s share price may not track its specified market index (if any) and may trade below its NAV. Certain ETFs use a “passive” investment strategy and do not take defensive positions in volatile or declining markets. Other ETFs in which the Fund may invest are actively managed ETFs (i.e., they do not track a particular benchmark), which indirectly subjects the Fund to active management risk. An active secondary market in ETF shares may not develop or be maintained and may be halted or interrupted due to actions by its listing exchange, unusual market conditions or other reasons. There can be no assurance that an ETF’s shares will continue to be listed on an active exchange. In addition, shareholders bear both their proportionate share of the Fund’s expenses and, indirectly, the ETF’s expenses, incurred through the Fund’s ownership of the ETF. Because the expenses and costs of an underlying ETF are shared by its investors, redemptions by other investors in the ETF could result in decreased economies of scale and increased operating expenses for such ETF. These transactions might also result in higher brokerage, tax or other costs for the ETF. This risk may be particularly important when one investor owns a substantial portion of the ETF. There is a risk that ETFs in which the Fund invests may terminate due to extraordinary events. For example, any of the service providers to ETFs, such as the trustee or sponsor, may close or otherwise fail to perform their obligations to the ETF, and the ETF may not be able to find a substitute service provider. Also, certain ETFs may be dependent upon licenses to use various indexes as a basis for determining their compositions and/or otherwise to use certain trade names. If these licenses are terminated, the ETFs may also terminate. In addition, an ETF may terminate if its net assets fall below a certain amount.
Foreign Securities Risk. Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. For example, foreign markets can be extremely volatile. Foreign securities may also be less liquid than securities of U.S. companies so that the Fund may, at times, be unable to sell foreign securities at desirable times or prices. Brokerage commissions, custodial costs and other fees are also generally higher for foreign securities. The Fund may have limited or no legal recourse in the event of default with respect to certain foreign securities, including those issued by foreign governments. In addition, foreign governments may impose withholding or other taxes on the Fund’s income, capital gains or proceeds from the disposition of foreign securities, which could reduce the Fund’s return on such securities. In some cases, such withholding or other taxes could potentially be confiscatory. Other risks include: possible delays in the settlement of transactions or in the payment of income; generally less publicly available information about foreign companies; the impact of economic, political, social, diplomatic or other conditions or events (including, for example, military confrontations, war and terrorism), possible seizure, expropriation or nationalization of a company or its assets or the assets of a particular investor or category of investors; accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to domestic companies; the imposition of economic and other sanctions against a particular foreign country, its nationals or industries or businesses within the country; and the generally less stringent standard of care to which local agents may be held in the local markets. In addition,
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it may be difficult to obtain reliable information about the securities and business operations of certain foreign issuers. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a country’s securities market is, the greater the level of risks. The risks posed by sanctions against a particular foreign country, its nationals or industries or businesses within the country may be heightened to the extent the Fund invests significantly in the affected country or region or in issuers from the affected country that depend on global markets. Additionally, investments in certain countries may subject the Fund to a number of tax rules, the application of which may be uncertain. Countries may amend or revise their existing tax laws, regulations and/or procedures in the future, possibly with retroactive effect. Changes in or uncertainties regarding the laws, regulations or procedures of a country could reduce the after-tax profits of the Fund, directly or indirectly, including by reducing the after-tax profits of companies located in such countries in which the Fund invests, or result in unexpected tax liabilities for the Fund. The performance of the Fund may also be negatively affected by fluctuations in a foreign currency's strength or weakness relative to the U.S. dollar, particularly to the extent the Fund invests a significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short or long periods of time for a number of reasons, including changes in interest rates, imposition of currency exchange controls and economic or political developments in the U.S. or abroad. The Fund may also incur currency conversion costs when converting foreign currencies into U.S. dollars and vice versa.
Frequent Trading Risk.  The portfolio managers may actively and frequently trade investments in the Fund's portfolio to carry out its investment strategies. Frequent trading of investments increases the possibility that the Fund, as relevant, will realize taxable capital gains (including short-term capital gains, which are generally taxable to shareholders at higher rates than long-term capital gains for U.S. federal income tax purposes), which could reduce the Fund's after-tax return. Frequent trading can also mean higher brokerage and other transaction costs, which could reduce the Fund's return. The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund’s performance.
Geographic Focus Risk. The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund.
Growth Securities Risk. Growth securities typically trade at a higher multiple of earnings than other types of equity securities. Accordingly, the market values of growth securities may never reach their expected market value and may decline in price. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Investing in Other Funds Risk. The Fund’s investment in other funds (affiliated and/or unaffiliated funds, including exchange-traded funds (ETFs)) subjects the Fund to the investment performance (positive or negative) and risks of the underlying funds in direct proportion to the Fund’s investment therein. In addition, investments in ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in ETFs. The performance of the underlying funds could be adversely affected if other investors in the same underlying funds make relatively large investments or redemptions in such underlying funds. The Fund, and its shareholders, indirectly bear a portion of the expenses of any funds in which the Fund invests. Because the expenses and costs of an underlying fund are shared by its investors, redemptions by other investors in the underlying funds could result in decreased economies of scale and increased operating expenses for such underlying fund. These transactions might also result in higher brokerage, tax or other costs for the underlying funds. This risk may be particularly important when one investor owns a substantial portion of the underlying funds. The Investment Manager may have potential conflicts of interest in selecting affiliated underlying funds for investment by the Fund because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds, as well as a potential conflict in selecting affiliated funds over unaffiliated funds. Also, to the extent that the Fund is constrained/restricted from investing (or investing further) in a particular underlying fund for one or more reasons (e.g., underlying fund capacity constraints or regulatory restrictions) or if the Fund chooses to sell its investment in an underlying fund because of poor investment performance or for other reasons, the Fund may have to invest in
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other underlying funds, including less desirable funds – from a strategy or investment performance standpoint – which could have a negative impact on Fund performance. In addition, Fund performance could be negatively impacted if an appropriate alternate underlying fund does not present itself in a timely manner or at all.
Issuer Risk. An issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors. The market capitalization of an issuer may also impact its risk profile. Investments in larger, more established companies may involve certain risks associated with their larger size. For instance, larger, more established companies may be less able to respond quickly to new competitive challenges, such as changes in consumer tastes or innovation from smaller competitors. Also, larger companies are sometimes less able to attain the high growth rates of successful smaller companies, especially during extended periods of economic expansion.
Liquidity Risk. Liquidity risk is the risk associated with any event, circumstance, or characteristic of an investment or market that negatively impacts the Fund’s ability to sell, or realize the proceeds from the sale of, an investment at a desirable time or price. Liquidity risk may arise because of, for example, a lack of marketability of the investment, which means that when seeking to sell its portfolio investments, the Fund could find that selling is more difficult than anticipated, especially during times of high market volatility. Market participants attempting to sell the same or a similar instrument at the same time as the Fund could exacerbate the Fund’s exposure to liquidity risk. The Fund may have to accept a lower selling price for the holding, sell other liquid or more liquid investments that it might otherwise prefer to hold (thereby increasing the proportion of the Fund’s investments in less liquid or illiquid securities), or forego another more appealing investment opportunity. Certain investments that were liquid when purchased by the Fund may later become illiquid, particularly in times of overall economic distress. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit environments) may also adversely affect the liquidity and the price of the Fund's investments. Judgment plays a larger role in valuing illiquid or less liquid investments as compared to valuing liquid or more liquid investments. Price volatility may be higher for illiquid or less liquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to liquid or more liquid investments). Generally, the less liquid the market at the time the Fund sells a portfolio investment, the greater the risk of loss or decline of value to the Fund. Overall market liquidity and other factors can lead to an increase in redemptions, which may negatively impact Fund performance and NAV, including, for example, if the Fund is forced to sell investments in a down market. Foreign securities can present enhanced liquidity risks, including as a result of less developed custody, settlement or other practices of foreign markets.
Market Risk. Market risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. The value of Fund investments may fall or fail to rise because of a variety of actual or perceived factors affecting an issuer (e.g., an unfavorable earnings report), the industry or sector in which it operates, or the market as a whole, which may reduce the value of an investment in the Fund. Accordingly, an investment in the Fund could lose money over short or long periods. The market values of the investments the Fund holds can be affected by changes or potential or perceived changes in U.S. or foreign economies, financial markets, interest rates and the liquidity of these investments, among other factors.
Money Market Fund Investment Risk. An investment in a money market fund is not a bank deposit and is not insured or guaranteed by any bank, the FDIC or any other government agency. Certain money market funds float their NAV while others seek to preserve the value of investments at a stable NAV (typically $1.00 per share). An investment in a money market fund, even an investment in a fund seeking to maintain a stable NAV per share, is not guaranteed and it is possible for the Fund to lose money by investing in these and other types of money market funds. If the liquidity of a money market fund’s portfolio deteriorates below certain levels, the money market fund may suspend redemptions (i.e., impose a redemption gate) and thereby prevent the Fund from selling its investment in the money market fund or impose a fee of up to 2% on amounts the Fund redeems from the money market fund (i.e., impose a liquidity fee). These measures may result in an investment loss or prohibit the Fund from redeeming shares when the Investment Manager would otherwise redeem shares. In addition to the fees and expenses that the Fund directly bears, the Fund indirectly bears the fees and expenses of any money market funds in which it invests, including affiliated money market funds. To the extent these fees and expenses, along with the fees and expenses of
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any other funds in which the Fund may invest, are expected to equal or exceed 0.01% of the Fund’s average daily net assets, they will be reflected in the Annual Fund Operating Expenses set forth in the table under “Fees and Expenses of the Fund.” By investing in a money market fund, the Fund will be exposed to the investment risks of the money market fund in direct proportion to such investment. The money market fund may not achieve its investment objective. The Fund, through its investment in the money market fund, may not achieve its investment objective. To the extent the Fund invests in instruments such as derivatives, the Fund may hold investments, which may be significant, in money market fund shares to cover its obligations resulting from the Fund’s investments in derivatives. Money market funds and the securities they invest in are subject to comprehensive regulations. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operation, performance and/or yield of money market funds.
Multi-Adviser Risk. The Fund has multiple advisory firms that each manage a portion of the Fund’s net assets on a daily basis. Each adviser makes investment decisions independently from the other adviser(s). It is possible that the security selection process of one adviser will not complement or may conflict or even contradict that of the other adviser(s), including making off-setting trades that have no net effect to the Fund, but which may increase Fund expenses. As a result, the Fund's exposure to a given security, industry, sector or market capitalization could be smaller or larger than if the Fund were managed by a single adviser, which could adversely affect the Fund's performance.
New Fund Risk. Investors in newly formed funds bear the risk that the fund may not be successful in implementing its investment strategy, and may not employ a successful investment strategy, either of which could result in the fund being liquidated at any time without shareholder approval and/or at a time that may not be favorable for certain shareholders. Such a liquidation could have negative tax consequences for shareholders.
Preferred Stock Risk. Preferred stock is a type of stock that generally pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not ordinarily carry voting rights. The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on which the stock trades. The most significant risks associated with investments in preferred stock include issuer risk, market risk and interest rate risk ( i.e. , the risk of losses attributable to changes in interest rates).
Quantitative Model Risk. The Fund may use quantitative methods to select investments. Securities or other investments selected using quantitative methods may perform differently from the market as a whole or from their expected performance for many reasons, including factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns, among others. Any errors or imperfections in the quantitative analyses or models, or in the data on which they are based, could adversely affect the effective use of such analyses or models, which in turn could adversely affect the Fund’s performance. It is not possible or practicable for a quantitative manager to factor all relevant, available data into quantitative model forecasts and/or trading decisions. Quantitative managers will use their discretion to determine what data to gather with respect to an investment strategy and what data the models will take into account to produce forecasts that may have an impact on ultimate trading decisions. Shareholders should be aware that there is no guarantee that a quantitative manager will use any specific data or type of data in making trading decisions on behalf of the Fund, nor is there any guarantee that the data actually utilized in generating forecasts or making trading decisions on behalf of the Fund will be the most accurate data available or free from errors. There can be no assurance that these methodologies will enable the Fund to achieve its objective.
Real Estate-Related Investment Risk. Investments in real estate investment trusts (REITs) and in securities of other companies (wherever organized) principally engaged in the real estate industry subject the Fund to, among other things, risks similar to those of direct investments in real estate and the real estate industry in general. These include risks related to general and local economic conditions, possible lack of availability of financing and changes in interest rates or property values. REITs are entities that either own properties or make construction or mortgage loans, and also may include operating or finance companies. The value of interests in a REIT may be affected by, among other factors, changes in the value of the underlying properties owned by the REIT, changes in the prospect for earnings and/or cash flow growth of the REIT itself, defaults by borrowers or tenants, market saturation, decreases in market rates for rents, and other economic, political, or regulatory matters affecting the real estate
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industry, including REITs. REITs and similar non-U.S. entities depend upon specialized management skills, may have limited financial resources, may have less trading volume in their securities, and may be subject to more abrupt or erratic price movements than the overall securities markets. REITs are also subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended. Some REITs (especially mortgage REITs) are affected by risks similar to those associated with investments in debt securities including changes in interest rates and the quality of credit extended.
Sector Risk. At times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within a sector. Companies in the same sector may be similarly affected by economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that sector than funds that invest more broadly. Generally, the more broadly the Fund invests, the more it spreads risk and potentially reduces the risks of loss and volatility.
Small- and Mid-Cap Company Securities Risk. Securities of small- and mid-capitalization companies (small- and mid-cap companies) can, in certain circumstances, have a higher potential for gains than securities of larger, more established companies (larger companies) but may also have more risk. For example, small- and mid-cap companies may be more vulnerable to market downturns and adverse business or economic events than larger companies because they may have more limited financial resources and business operations. Small- and mid-cap companies are also more likely than larger companies to have more limited product lines and operating histories and to depend on smaller and generally less experienced management teams. Securities of small- and mid-cap companies may trade less frequently and in smaller volumes and may be less liquid and fluctuate more sharply in value than securities of larger companies. When the Fund takes significant positions in small- and mid-cap companies with limited trading volumes, the liquidation of those positions, particularly in a distressed market, could be prolonged and result in Fund investment losses that would affect the value of your investment in the Fund. In addition, some small- and mid-cap companies may not be widely followed by the investment community, which can lower the demand for their stocks.
Special Situations Risk. Securities of companies that are involved in an initial public offering or a major corporate event, such as a business consolidation or restructuring, may be exposed to heightened risk because of the high degree of uncertainty that can be associated with such events. Securities issued in initial public offerings often are issued by companies that are in the early stages of development, have a history of little or no revenues and may operate at a loss following the offering. It is possible that there will be no active trading market for the securities after the offering, and that the market price of the securities may be subject to significant and unpredictable fluctuations. Initial public offerings are subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent the Fund determines to invest in initial public offerings, it may not be able to invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an initial public offering are available to the Fund. The investment performance of the Fund during periods when it is unable to invest significantly or at all in initial public offerings may be lower than during periods when the Fund is able to do so. Securities purchased in initial public offerings which are sold within 12 months after purchase may result in increased short-term capital gains, which will be taxable to the Fund’s shareholders as ordinary income. Certain “special situation” investments are investments in securities or other instruments that are determined to be illiquid or lacking a readily ascertainable fair value. Certain special situation investments prevent ownership interests therein from being withdrawn until the special situation investment, or a portion thereof, is realized or deemed realized, which may negatively impact Fund performance. Investing in special situations may have a magnified effect on the performance of funds with small amounts of assets.
Value Securities Risk. Value securities are securities of companies that may have experienced, for example, adverse business, industry or other developments or may be subject to special risks that have caused the securities to be out of favor and, in turn, potentially undervalued. The market value of a portfolio security may not meet portfolio management’s perceived value assessment of that security, or may decline in price, even though portfolio management believes the securities are already undervalued. There is also a risk that it may take longer than expected for the value of these investments to rise to portfolio management’s perceived value. In addition, value securities, at times, may not perform as well as growth securities or the stock market in general, and may be out of favor with investors for varying periods of time.
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Additional Investment Strategies and Policies
This section describes certain investment strategies and policies that the Fund may utilize in pursuit of its investment objective and some additional factors and risks involved with investing in the Fund.
Investment Guidelines
As a general matter, and except as specifically described in the discussion of the Fund's principal investment strategies in this prospectus or as otherwise required by the Investment Company Act of 1940, as amended (the 1940 Act), the rules and regulations thereunder and any applicable exemptive relief, whenever an investment policy or limitation states a percentage of the Fund's assets that may be invested in any security or other asset or sets forth a policy regarding an investment standard, compliance with that percentage limitation or standard will be determined solely at the time of the Fund's investment in the security or asset.
Holding Other Kinds of Investments
The Fund may hold other investments that are not part of its principal investment strategies. These investments and their risks are described below and/or in the Statement of Additional Information (SAI). The Fund may choose not to invest in certain securities described in this prospectus and in the SAI, although it has the ability to do so. Information on the Fund’s holdings can be found in the Fund’s shareholder reports or by visiting columbiathreadneedle.com/us.
Transactions in Derivatives
The Fund may enter into derivative transactions or otherwise have exposure to derivative transactions through underlying investments. Derivatives are financial contracts whose values are, for example, based on (or “derived” from) traditional securities (such as a stock or bond), assets (such as a commodity like gold or a foreign currency), reference rates (such as the London Interbank Offered Rate (commonly known as LIBOR)) or market indices (such as the Standard & Poor's (S&P) 500 ® Index). The use of derivatives is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Derivatives involve special risks and may result in losses or may limit the Fund's potential gain from favorable market movements. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying security or other asset directly. The values of derivatives may move in unexpected ways, especially in unusual market conditions, and may result in increased volatility in the value of the derivative and/or the Fund’s shares, among other consequences. The use of derivatives may also increase the amount of taxes payable by shareholders holding shares in a taxable account. Other risks arise from the Fund's potential inability to terminate or to sell derivative positions. A liquid secondary market may not always exist for the Fund's derivative positions at times when the Fund might wish to terminate or to sell such positions. Over-the-counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the-counter market are subject to the risk that the other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, reference rate or index. The Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be unable to engage in derivative transactions when it is deemed favorable to do so, or at all. U.S. federal legislation has been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. These changes could restrict and/or impose significant costs or other burdens upon the Fund’s participation in derivatives transactions. For more information on the risks of derivative investments and strategies, see the SAI.
Affiliated Fund Investing
The Investment Manager or an affiliate serves as investment adviser to funds using the Columbia brand (Columbia Funds), including those that are structured as “fund-of-funds”, and provides asset-allocation services to (i) shareholders by investing in shares of other Columbia Funds, which may include the Fund (collectively referred to in this section as Underlying Funds), and (ii) discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in Underlying Funds. These affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of one or more Underlying Funds, and the Investment Manager
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seeks to balance potential conflicts of interest between the affiliated products and the Underlying Funds in which they invest. The affiliated products’ investment in the Underlying Funds may have the effect of creating economies of scale, possibly resulting in lower expense ratios for the Underlying Funds, because the affiliated products may own substantial portions of the shares of Underlying Funds. However, redemption of Underlying Fund shares by one or more affiliated products could cause the expense ratio of an Underlying Fund to increase, as its fixed costs would be spread over a smaller asset base. Because of large positions of certain affiliated products, the Underlying Funds may experience relatively large inflows and outflows of cash due to affiliated products’ purchases and sales of Underlying Fund shares. Although the Investment Manager or its affiliate may seek to minimize the impact of these transactions where possible, for example, by structuring them over a reasonable period of time or through other measures, Underlying Funds may experience increased expenses as they buy and sell portfolio securities to manage the cash flow effect related to these transactions. Further, when the Investment Manager or its affiliate structures transactions over a reasonable period of time in order to manage the potential impact of the buy and sell decisions for the affiliated products, those affiliated products, including funds-of-funds, may pay more or less (for purchase activity), or receive more or less (for redemption activity), for shares of the Underlying Funds than if the transactions were executed in one transaction. In addition, substantial redemptions by affiliated products within a short period of time could require the Underlying Fund to liquidate positions more rapidly than would otherwise be desirable, which may have the effect of reducing or eliminating potential gain or causing it to realize a loss. In order to meet such redemptions, an Underlying Fund may be forced to sell its liquid (or more liquid) positions, leaving the Underlying Fund holding, post-redemption, a relatively larger position in illiquid securities (securities that are not readily marketable or that cannot be sold or disposed of in the ordinary course of business, within seven days, at approximately the value at which the holder has valued the security) or less liquid securities. Substantial redemptions may also adversely affect the ability of the Underlying Fund to implement its investment strategy. The Investment Manager or its affiliate also has an economic conflict of interest in determining the allocation of affiliated products’ assets among the Underlying Funds, as it earns different fees from the various Underlying Funds.
Investing in Money Market Funds
The Fund may invest cash in, or hold as collateral for certain investments, shares of registered or unregistered money market funds, including funds advised by the Investment Manager or its affiliates. These funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. The Fund and its shareholders indirectly bear a portion of the expenses of any money market fund or other fund in which the Fund may invest.
Lending of Portfolio Securities
The Fund may lend portfolio securities to broker-dealers or other financial intermediaries on a fully collateralized basis in order to earn additional income. The Fund may lose money from securities lending if, for example, it is delayed in or prevented from selling the collateral after the loan is made or recovering the securities loaned or if it incurs losses on the reinvestment of cash collateral.
The Fund currently does not participate in the securities lending program but the Board of Trustees (the Board) may determine to renew participation in the future. For more information on lending of portfolio securities and the risks involved, see the SAI and the annual and semiannual reports to shareholders.
Investing Defensively
The Fund may from time to time take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds or holding some or all of its assets in cash or cash equivalents. The Fund may take such defensive investment positions for as long a period as deemed necessary.
The Fund may not achieve its investment objective while it is investing defensively. Investing defensively may adversely affect Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and taxes, and decreased Fund performance. See also Investing in Money Market Funds above for more information.
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Other Strategic and Investment Measures
The Fund may also from time to time take temporary portfolio positions that may or may not be consistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing in derivatives, such as forward contracts, futures contracts, options, structured investments and swaps, for various purposes, including among others, investing in particular derivatives in seeking to reduce investment exposures, or in seeking to achieve indirect investment exposures, to a sector, country, region or currency where the Investment Manager believes such positioning is appropriate. The Fund may take such portfolio positions for as long a period as deemed necessary. While the Fund is so positioned, derivatives could comprise a substantial portion of the Fund’s investments and the Fund may not achieve its investment objective. Investing in this manner may adversely affect Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and taxes, and decreased Fund performance. For information on the risks of investing in derivatives, see Transactions in Derivatives above.
Portfolio Holdings Disclosure
The Board has adopted policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by the Fund. A description of these policies and procedures is included in the SAI. Fund policy generally permits the disclosure of portfolio holdings information on the Fund's website (columbiathreadneedle.com/us) only after a certain amount of time has passed, as described in the SAI.
Purchases and sales of portfolio securities can take place at any time, so the portfolio holdings information available on the Fund's website may not always be current.
FUNDamentals
Portfolio Holdings Versus the Benchmarks
The Fund does not limit its investments to the securities within its benchmark(s), and it is anticipated that the Fund's holdings will diverge significantly from those of its benchmark(s). In addition, the Fund may invest in securities outside any industry and geographic sectors represented in its benchmark(s). The Fund's weightings in individual securities, and in industry or geographic sectors, may also vary considerably from those of its benchmark(s).
eDelivery and Mailings to Households
In order to reduce shareholder expenses, the Fund may, if prior consent has been provided, mail only one copy of the Fund’s prospectus and each annual and semiannual report to those addresses shared by two or more accounts. If you wish to receive separate copies of these documents, call 800.345.6611 or, if your shares are held through a financial intermediary, contact your intermediary directly. Additionally, you may elect to enroll in eDelivery to receive electronic versions of these documents by logging into your account at investor.columbiathreadneedle.com/us.
Cash Flows
The timing and magnitude of cash inflows from investors buying Fund shares could prevent the Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to shareholders redeeming Fund shares could require the Fund to sell portfolio securities at less than opportune times or to hold ready reserves of uninvested cash in amounts larger than might otherwise be the case to meet shareholder redemptions. Either situation could adversely impact the Fund’s performance.
Understanding Annual Fund Operating Expenses
The Fund’s annual operating expenses, as presented in the Annual Fund Operating Expenses table in the Fees and Expenses of the Fund section of this prospectus, generally are based on estimated expenses for the Fund’s current fiscal period and are expressed as a percentage (expense ratio) of the Fund’s average net assets. The expense ratio
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reflects the Fund’s fee arrangements as of the date of this prospectus. In general, the Fund’s expense ratio will increase as its net assets decrease, such that the Fund’s actual expense ratio may be higher than the expense ratio presented in the Annual Fund Operating Expenses table if assets fall. Any commitment by the Investment Manager and/or its affiliates to waive fees and/or cap (reimburse) expenses is expected, in part, to limit the impact of any increase in the Fund’s expense ratio that would otherwise result because of a decrease in the Fund’s assets in the current fiscal period. The Fund’s annual operating expenses are comprised of (i) investment management fees, (ii) distribution and/or service fees, and (iii) other expenses. Management fees do not vary by class, but distribution and/or service fees and other expenses may vary by class.
FUNDamentals
Other Expenses
“Other expenses” consist of the fees the Fund pays to its custodian, transfer agent, auditors, lawyers and trustees, costs relating to compliance and miscellaneous expenses. These fees include certain sub-transfer agency and shareholder servicing fees. For more information on these fees, see About Fund Shares — Financial Intermediary Compensation.
Fee Waiver/Expense Reimbursement Arrangements
The Investment Manager and certain of its affiliates have contractually agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below) through December 31, 2019, unless sooner terminated at the sole discretion of the Fund's Board, so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rate of:
    
Multi-Manager International Equity Strategies Fund
Class Inst 1.07%
Under the agreement, the following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board. This agreement may be modified or amended only with approval from all parties.
Primary Service Providers
The Fund enters into contractual arrangements (Service Provider Contracts) with various service providers, including, among others, the Investment Manager, the Distributor, the Transfer Agent and the Fund’s custodian. The Fund’s Service Provider Contracts are solely among the parties thereto. Shareholders are not parties to, or intended to be third-party beneficiaries of, any Service Provider Contracts. Further, this prospectus, the SAI and any Service Provider Contracts are not intended to give rise to any agreement, duty, special relationship or other obligation between the Fund and any investor, or give rise to any contractual, tort or other rights in any individual shareholder, group of shareholders or other person, including any right to assert a fiduciary or other duty, enforce the Service Provider Contracts against the parties or to seek any remedy thereunder, either directly or on behalf of the Fund. Nothing in the previous sentence should be read to suggest any waiver of any rights under federal or state securities laws.
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The Investment Manager, the Distributor, and the Transfer Agent are all affiliates of Ameriprise Financial, Inc. (Ameriprise Financial). They and their affiliates currently provide key services, including investment advisory, administration, distribution, shareholder servicing and transfer agency services, to the Fund and various other funds, including the Columbia Funds, and are paid for providing these services. These service relationships are described below.
The Investment Manager
Columbia Management Investment Advisers, LLC is located at 225 Franklin Street, Boston, MA 02110 and serves as investment adviser and administrator to the Columbia Funds. The Investment Manager is a registered investment adviser and a wholly-owned subsidiary of Ameriprise Financial. The Investment Manager’s management experience covers all major asset classes, including equity securities, debt instruments and money market instruments. In addition to serving as an investment adviser to traditional mutual funds, exchange-traded funds and closed-end funds, the Investment Manager acts as an investment adviser for itself, its affiliates, individuals, corporations, retirement plans, private investment companies and financial intermediaries.
Subject to oversight by the Board, the Investment Manager manages the day-to-day operations of the Fund. The Investment Manager is responsible for the investment management of the Fund, but has delegated certain of its duties, including day-to-day portfolio management of all or a portion of the Fund’s assets to one or more investment subadvisers that determine what securities and other investments the Fund should buy or sell. The Investment Manager is also responsible for overseeing the administrative operations of the Fund, including the general supervision of the Fund’s operations, the coordination of the Fund’s other service providers and the provision of related clerical and administrative services.
The SEC has issued an order that permits the Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement, including fees paid thereunder, for the Fund without first obtaining shareholder approval, thereby avoiding the expense and delays typically associated with obtaining shareholder approval. The Investment Manager and the Columbia Funds have applied to amend this order. If issued, the updated order would permit the Investment Manager, subject to the approval of the Board, to appoint for the Fund not only unaffiliated subadvisers but also affiliated subadvisers without first obtaining shareholder approval. The Investment Manager and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, the Investment Manager discloses to the Board the nature of any such material relationships.
With respect to the Fund, the Fund’s Board has approved a subadvisory agreement between the Investment Manager and Threadneedle International Limited (Threadneedle), an affiliate of the Investment Manager and an indirect wholly-owned subsidiary of Ameriprise Financial. At present, Threadneedle is not providing services to the Fund pursuant to the subadvisory agreement.
The Fund pays the Investment Manager a fee for its management services, which include investment advisory services and administrative services. The fee is calculated as a percentage of the daily net assets of the Fund. The fee is paid monthly, as follows:
    
Annual Management Fee, as a % of Average Daily Net Assets:
Up to $500 million 0.870%
$500 million to $1 billion 0.820%
$1 billion to $1.5 billion 0.770%
$1.5 billion to $3 billion 0.720%
$3 billion to $6 billion 0.700%
$6 billion to $12 billion 0.680%
Over $12 billion 0.670%
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A discussion regarding the basis for the Board approving the adoption of the Fund's management agreement will be available in the Fund’s annual report to shareholders for the fiscal year ended August 31, 2018.
The Investment Manager has, with the approval of the Board, engaged an investment subadviser(s) to make the day-to-day investment decisions for the Fund. The Investment Manager pays the subadviser(s) for investment advisory services and retains ultimate responsibility (subject to Board oversight) for overseeing any subadviser it engages and for evaluating the Fund’s needs and the subadvisers’ skills and abilities on an ongoing basis. Based on its evaluations, the Investment Manager may at times recommend to the Board that the Fund change, add or terminate one or more subadvisers; continue to retain a subadviser even though the subadviser’s ownership or corporate structure has changed; or materially change a subadvisory agreement with a subadviser. A discussion regarding the basis for the Board’s approval of the adoption of the investment subadvisory agreements with Arrowstreet, Baillie Gifford, and Causeway will be available in the Fund’s annual report to shareholders for the fiscal year ending August 31, 2018.
Subadvisers
Arrowstreet, which has served as Subadviser to the Fund since May 2018, is located at 200 Clarendon Street, 30th Floor, Boston, MA 02116. Arrowstreet, subject to the supervision of Columbia Management, provides day-to-day management of a portion of the Fund’s portfolio, as well as investment research and statistical information, under a subadvisory agreement with Columbia Management. Arrowstreet is a registered investment adviser. Arrowstreet was organized as a Massachusetts limited partnership in 1999 and provides a select range of global equity investment strategies.
Baillie Gifford, which has served as Subadviser to the Fund since May 2018, is located at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, United Kingdom. Baillie Gifford, subject to the supervision of Columbia Management, provides day-to-day management of a portion of the Fund’s portfolio, as well as investment research and statistical information, under a subadvisory agreement with Columbia Management. Baillie Gifford is a registered investment adviser. Baillie Gifford was incorporated in 1983. It is a wholly-owned subsidiary of Baillie Gifford & Co, which is a privately-owned UK investment management firm that has been in operation since 1908. Baillie Gifford provides investment management and advisory services to non-UK clients, including management of global and international equities and fixed income securities for institutional clients, including registered investment companies and unregistered private funds.
Causeway, which has served as Subadviser to the Fund since May 2018, is located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025. Causeway, subject to the supervision of Columbia Management, provides day-to-day management of a portion of the Fund’s portfolio, as well as investment research and statistical information, under a subadvisory agreement with Columbia Management. Causeway is a registered investment adviser. Causeway was organized in 2001 and provides international, global, and emerging markets equity investment management services to institutional clients.
Portfolio Managers
Information about the portfolio managers primarily responsible for overseeing the Fund’s investments is shown below. The SAI provides additional information about the portfolio managers, including information relating to compensation, other accounts managed by the portfolio managers, and ownership by the portfolio managers of Fund shares.
Subadviser: Arrowstreet Capital, Limited Partnership (Arrowstreet)
    
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
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More Information About the Fund (continued)
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
Mr. Rathjens joined Arrowstreet in 1999. Mr. Rathjens began his investment career in 1983 and earned a Ph.D. and M.A. from Princeton University and a B.A. from Oberlin College.
Mr. Capeci joined Arrowstreet in 1999. Mr. Capeci began his investment career in 1996 and earned a Ph.D. from Princeton University and a B.A. from Harvard University.
Mr. Vuolteenaho joined Arrowstreet in 2005. Mr. Vuolteenaho began his investment career in 2005 and earned a Ph.D. from the University of Chicago Booth School of Business.
Mr. Liodakis joined Arrowstreet in 2012. Mr. Liodakis began his investment career in 2000 and earned a Ph.D. from City, University of London, an M.B.A. from University of Birmingham and a B.S. from Athens University.
Subadviser: Baillie Gifford Overseas Limited (Baillie Gifford)
    
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
Mr. Bates joined Baillie Gifford in 1993. Mr. Bates began his investment career in 1993 and earned a D.Phil. and B.A. from Oxford University.
Mr. Farquharson joined Baillie Gifford in 2008. Mr. Farquharson began his investment career in 1988 and earned an M.A. from University of St. Andrews.
Mr. Franklin joined Baillie Gifford in 1994. Mr. Franklin began his investment career in 1994 and earned an M.A. from University of St. Andrews.
Mr. Stobart joined Baillie Gifford in 1991. Mr. Stobart began his investment career in 1991 and earned an M.A. from Cambridge University.
Mr. Strathdee joined Baillie Gifford in 1995. Mr. Strathdee began his investment career in 1995 and earned a Ph.D. from Birmingham University and a B.A. from Cambridge University.
Ms. Tabberer joined Baillie Gifford in 2011. Ms. Tabberer began her investment career in 2009 and earned a B.A. from Oxford University.
Subadviser: Causeway Capital Management LLC (Causeway)
    
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
Ms. Ketterer co-founded Causeway in 2001. Ms. Ketterer began her investment career in 1986 and earned an M.B.A from Tuck School of Business at Dartmouth College and a B.A. from Stanford University.
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Multi-Manager International Equity Strategies Fund
More Information About the Fund (continued)
Mr. Hartford co-founded Causeway in 2001. Mr. Hartford began his investment career in 1984 and earned an M.S. from Oklahoma State University and a B.A. from Trinity College at the University of Dublin.
Mr. Doyle joined Causeway in 2001. Mr. Doyle began his investment career in 1993 and earned an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. from Northwestern University.
Mr. Muldoon joined Causeway in 2003. Mr. Muldoon began his investment career in 1996 and earned an M.B.A. from the University of Chicago Booth School of Business, and an M.A. and B.S. from Trinity College at the University of Dublin.
Mr. Valentini joined Causeway in 2006. Mr. Valentini began his investment career in 2002 and earned an M.B.A. from Columbia Business School, and an M.A. and B.S. from Georgetown University.
Mr. Eng joined Causeway in 2001. Mr. Eng began his investment career in 1992 and earned an M.B.A. from the Anderson Graduate School of Management at UCLA and a B.A. from Brandeis University.
Mr. Corwith joined Causeway in 2006. Mr. Corwith began his investment career in 2002 and earned an M.B.A. from the University of Chicago Booth School of Business and a B.A. from Tufts University.
Ms. Lee joined Causeway in 2007. Ms. Lee began her investment career in 2004 and earned an M.B.A. from the Stanford Graduate School of Business and a B.A. from Seoul National University.
The Distributor
Shares of the Fund are distributed by Columbia Management Investment Distributors, Inc., which is located at 225 Franklin Street, Boston, MA 02110. The Distributor is a registered broker-dealer and an indirect, wholly-owned subsidiary of Ameriprise Financial. The Distributor and its affiliates may pay commissions, distribution and service fees and/or other compensation to entities, including Ameriprise Financial affiliates, for selling shares and providing services to investors.
The Transfer Agent
Columbia Management Investment Services Corp. is a registered transfer agent and wholly-owned subsidiary of Ameriprise Financial. The Transfer Agent is located at 225 Franklin Street, Boston, MA 02110, and its responsibilities include processing purchases, redemptions and exchanges of Fund shares, calculating and paying distributions, maintaining shareholder records, preparing account statements and providing customer service. The Transfer Agent has engaged DST Asset Manager Solutions, Inc. to provide various shareholder or “sub-transfer agency” services. In addition, the Transfer Agent enters into agreements with various financial intermediaries through which you may hold Fund shares, pursuant to which the Transfer Agent pays these financial intermediaries for providing certain shareholder services. Depending on the type of account, the Fund pays the Transfer Agent a per account fee or a fee based on the assets invested through omnibus accounts, and reimburses the Transfer Agent for certain out-of-pocket expenses, including certain payments to financial intermediaries through which shares are held.
Other Roles and Relationships of Ameriprise Financial and its Affiliates — Certain Conflicts of Interest
The Investment Manager, Distributor and Transfer Agent, all affiliates of Ameriprise Financial, provide various services to the Fund and other Columbia Funds for which they are compensated. Ameriprise Financial and its other affiliates may also provide other services to these funds and be compensated for them.
The Investment Manager and its affiliates may provide investment advisory and other services to other clients and customers substantially similar to those provided to the Columbia Funds. These activities, and other financial services activities of Ameriprise Financial and its affiliates, may present actual and potential conflicts of interest and introduce certain investment constraints.
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Multi-Manager International Equity Strategies Fund
More Information About the Fund (continued)
Ameriprise Financial is a major financial services company, engaged in a broad range of financial activities beyond the mutual fund-related activities of the Investment Manager, including, among others, insurance, broker-dealer (sales and trading), asset management, banking and other financial activities. These additional activities may involve multiple advisory, financial, insurance and other interests in securities and other instruments, and in companies that issue securities and other instruments, that may be bought, sold or held by the Columbia Funds.
Conflicts of interest and limitations that could affect a Columbia Fund may arise from, for example, the following:
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.
The Investment Manager and Ameriprise Financial have adopted various policies and procedures that are intended to identify, monitor and address conflicts of interest. However, there is no assurance that these policies, procedures and disclosures will be effective.
Additional information about Ameriprise Financial and the types of conflicts of interest and other matters referenced above is set forth in the Investment Management and Other Services — Other Roles and Relationships of Ameriprise Financial and its Affiliates — Certain Conflicts of Interest section of the SAI. Investors in the Columbia Funds should carefully review these disclosures and consult with their financial advisor if they have any questions.
Certain Legal Matters
Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Fund. Information regarding certain pending and settled legal proceedings may be found in the Fund’s shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make quarterly (10-Q), annual (10-K) and, as necessary, 8-K filings with the SEC on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at sec.gov.
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Multi-Manager International Equity Strategies Fund
About Fund Shares
Description of the Share Classes
The Fund, together with other funds managed by Columbia Management offered only through wrap programs sponsored and/or managed by Ameriprise Financial or its affiliates, are referred to as the Multi-Manager Strategies Funds. The Multi-Manager Strategies Funds, together with the other Columbia Funds, are referred to as the Funds.
Funds Contact Information
Additional information about the Funds, including sales charges and other class features and policies, can be obtained, free of charge, at columbiathreadneedle.com/us,* by calling toll-free 800.345.6611, or by writing (regular mail) to Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081 or (express mail) Columbia Management Investment Services Corp., c/o DST Asset Manager Solutions, Inc., 30 Dan Road, Suite 8081, Canton, MA 02021-2809.
*The website references in this prospectus are inactive links and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.
FUNDamentals
Financial Intermediaries
The term “financial intermediary” refers to the selling and servicing agents that are authorized to sell and/or service shares of the Funds. Financial intermediaries include broker-dealers and financial advisors as well as firms that employ broker-dealers and financial advisors, including, for example, brokerage firms, banks, investment advisers, third party administrators and other firms in the financial services industry.
Omnibus Accounts
The term “omnibus account” refers to a financial intermediary’s account with the Fund (held directly through the Transfer Agent) that represents the combined holdings of, and transactions in, Fund shares of one or more clients of the financial intermediary (beneficial Fund shareholders). Omnibus accounts are held in the name of the financial intermediaries and not in the name of the beneficial Fund shareholders invested in the Fund through omnibus accounts.
Retirement Plans and Omnibus Retirement Plans
The term “retirement plan” refers to retirement plans created under Sections 401(a), 401(k), 457 and 403(b) of the Internal Revenue Code of 1986, as amended (the Code), and non-qualified deferred compensation plans governed by Section 409A of the Code and similar plans, but does not refer to individual retirement plans, such as traditional IRAs and Roth IRAs. The term “omnibus retirement plan” refers to a retirement plan that has a plan-level or omnibus account with the Transfer Agent.
Networked Accounts
Networking, offered by the Depository Trust & Clearing Corporation’s Wealth Management Services (WMS), is the industry standard IT system for mutual fund account reconciliation and dividend processing.
The following summarizes the primary features of Class A and Class Inst shares. Not all Multi-Manager Strategies Funds offer the same classes of shares. The Fund offers the class(es) of shares set forth on the cover of this prospectus. Contact your financial advisor or Columbia Funds for more information about the Fund’s shares.
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Multi-Manager International Equity Strategies Fund
About Fund Shares (continued)
Share Class Features
    
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 and Service Fees
The Board has approved, and the Multi-Manager Strategies Funds have adopted, distribution and/or shareholder service plans which set the distribution and/or service fees that are periodically deducted from the Funds’ assets. These fees are calculated daily, may vary by share class and are intended to compensate the Distributor and/or eligible financial intermediaries for, with regard to distribution fees, selling Fund shares and, with regard to service fees, directly or indirectly providing services to shareholders. Because the fees are paid out of the Fund's assets on an ongoing basis, they will increase the cost of your investment over time. The table below shows the maximum annual distribution and/or service fees (as an annual percentage of average daily net assets) and the combined amount of such fees applicable to each class of shares:
    
  Distribution
Fee
Service
Fee
Combined
Total
Class A up to 0.25% up to 0.25% 0.25%
Class Inst none none none
The distribution and/or service fees for Class A shares are subject to the requirements of Rule 12b-1 under the 1940 Act. The Distributor may retain these fees otherwise payable to financial intermediaries if the amounts due are below an amount determined by the Distributor in its sole discretion.
If you maintain shares of the Fund directly with the Fund, without working with a financial advisor or other financial intermediary, distribution and service fees may be retained by the Distributor as payment or reimbursement for incurring certain distribution and shareholder service related expenses.
Over time, these distribution and/or service fees will reduce the return on your investment and may cost you more than paying other types of sales charges. The Fund will pay these fees to the Distributor and/or to eligible financial intermediaries for as long as the distribution plan and/or shareholder servicing plans continue in effect, which is expected to be indefinitely. However, the Fund may reduce or discontinue payments at any time. Your financial intermediary may also charge you other additional fees for providing services to your account, which may be different from those described here.
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Multi-Manager International Equity Strategies Fund
About Fund Shares (continued)
Financial Intermediary Compensation
The Distributor, the Investment Manager and their affiliates make payments, from their own resources, to financial intermediaries, including other Ameriprise Financial affiliates, for marketing/sales support services relating to the Funds (Marketing Support Payments). Such payments are generally based upon one or more of the following factors: average net assets of the Funds attributable to that financial intermediary; gross sales of the Funds attributable to that financial intermediary; reimbursement of ticket charges (fees that a financial intermediary charges its representatives for effecting transactions in Fund shares); or a negotiated lump sum payment. While the financial arrangements may vary for each financial intermediary, Marketing Support Payments to any one financial intermediary are generally between 0.05% and 0.40% on an annual basis for payments based on average net assets of the Fund attributable to the financial intermediary, and between 0.05% and 0.25% on an annual basis for firms receiving a payment based on gross sales of the Funds attributable to the financial intermediary. The Distributor, the Investment Manager and their affiliates may at times make payments with respect to a Fund or the Columbia Funds generally on a basis other than those described above, or in larger amounts, when dealing with certain financial intermediaries. Not all financial intermediaries receive Marketing Support Payments.
In addition, the Transfer Agent has certain arrangements in place to compensate financial intermediaries, including other Ameriprise Financial affiliates, that hold Fund shares through networked and omnibus accounts, including omnibus retirement plans, for services that they provide to beneficial Fund shareholders (Shareholder Services). Shareholder Services and related fees vary by financial intermediary and according to distribution channel and may include sub-accounting, sub-transfer agency, participant recordkeeping, shareholder or participant reporting, shareholder or participant transaction processing, maintenance of shareholder records, preparation of account statements and provision of customer service, and are not intended to include services that are primarily intended to result in the sale of Fund shares. Payments for Shareholder Services generally are not expected, with certain limited exceptions, to exceed 0.40% of the average aggregate value of the Fund’s shares. Generally, each Fund pays the Transfer Agent a per account fee or a percentage of the average aggregate value of shares per annum maintained in omnibus accounts up to the lesser of the amount charged by the financial intermediary or a channel-specific or share class-specific cap established by the Board from time to time. Fee amounts in excess of the amount paid by the Fund are borne by the Transfer Agent, the Investment Manager and/or their affiliates.
In addition to the payments described above, the Distributor, the Investment Manager and their affiliates typically make other payments or allow promotional incentives to certain broker-dealers to the extent permitted by the Securities and Exchange Commission (the SEC) and Financial Industry Regulatory Authority (FINRA) rules and by other applicable laws and regulations.
Amounts paid by the Distributor, the Investment Manager and their affiliates are paid out of their own resources and do not increase the amount paid by you or the Fund. You can find further details in the SAI about the payments made by the Distributor, the Investment Manager and their affiliates, as well as a list of the financial intermediaries, including Ameriprise Financial affiliates, to which the Distributor, the Investment Manager or their affiliates have agreed to make Marketing Support Payments and pay Shareholder Services fees.
Your financial intermediary may charge you fees and commissions in addition to those described in this prospectus. You should consult with your financial intermediary and review carefully any disclosure your financial intermediary provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a financial intermediary and its financial advisors may have a conflict of interest or financial incentive for recommending the Fund or a particular share class over others.
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Multi-Manager International Equity Strategies Fund
Buying, Selling and Exchanging Shares
Share Price Determination
The price you pay or receive when you buy, sell or exchange shares is the Fund's next determined net asset value (or NAV) per share. The Fund calculates the NAV per share at the end of each business day, with the value of the Fund's shares based on the total value of all of the securities and other assets that it holds as of a specified time.
FUNDamentals
NAV Calculation
The Fund calculates its NAV per share as follows:
NAV per share =   (Value of assets of the share class) – (Liabilities of the share class)
Number of outstanding shares of the class
FUNDamentals
Business Days
A business day is any day that the New York Stock Exchange (NYSE) is open. 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.
Equity securities are valued primarily on the basis of market quotations reported on stock exchanges and other securities markets around the world. If an equity security is listed on a national exchange, the security is valued at the closing price or, if the closing price is not readily available, the mean of the closing bid and asked prices. Certain equity securities, debt securities and other assets are valued differently. For instance, bank loans trading in the secondary market are valued primarily on the basis of indicative bids, fixed income investments maturing in 60 days or less are valued primarily using the amortized cost method, unless this methodology results in a valuation that does not approximate the market value of these securities, and those maturing in excess of 60 days are valued primarily using a market-based price obtained from a pricing service, if available. Investments in other open-end funds are valued at their published NAVs. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored pursuant to a policy approved by the Fund's Board.
If a market price is not readily available or is deemed not to reflect market value, the Fund will determine the price of a portfolio security based on a determination of the security's fair value pursuant to a policy approved by the Fund’s Board. In addition, the Fund may use fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Fund’s share price is calculated. Foreign exchanges typically close before the time at which Fund share prices are calculated, and may be closed altogether on days when the Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earnings announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or foreign market fluctuations. The Fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security's market price is readily available and reflective of market value and, if not, the fair value
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Multi-Manager International Equity Strategies Fund
Buying, Selling and Exchanging Shares (continued)
of the security. To the extent the Fund has significant holdings of small cap stocks, high-yield bonds, floating rate loans, or tax-exempt, foreign or other securities that may trade infrequently, fair valuation may be used more frequently than for other funds.
Fair valuation may have the effect of reducing stale pricing arbitrage opportunities presented by the pricing of Fund shares. However, when the Fund uses fair valuation to price securities, it may value those securities higher or lower than another fund would have priced the security. Also, the use of fair valuation may cause the Fund's performance to diverge to a greater degree from the performance of various benchmarks used to compare the Fund's performance because benchmarks generally do not use fair valuation techniques. Because of the judgment involved in fair valuation decisions, there can be no assurance that the value ascribed to a particular security is accurate. The Fund has retained one or more independent fair valuation pricing services to assist in the fair valuation process for foreign securities.
Transaction Rules and Policies
The Fund, the Distributor or the Transfer Agent may refuse any order to buy or exchange shares. If this happens, the Fund will return any money it received, but no interest will be paid on that money. Your financial intermediary may have rules and policies in place that are in addition to or different than those described below.
Order Processing
Orders to buy, sell or exchange Fund shares are processed on business days. Orders can be made by mail, by telephone or online. Orders received in “good form” by the Transfer Agent or your financial intermediary before the end of a business day are priced at the NAV per share of the Fund's applicable share class on that day. Orders received after the end of a business day will receive the next business day's NAV per share. When a written order to buy, sell or exchange shares is sent to the Transfer Agent, the share price used to fill the order is the next price calculated by the Fund after the Transfer Agent receives the order at its transaction processing center in Canton, Massachusetts, not the P.O. Box provided for regular mail delivery. The market value of the Fund's investments may change between the time you submit your order and the time the Fund next calculates its NAV per share. The business day that applies to your order is also called the trade date.
“Good Form”
An order is in “good form” if the Transfer Agent or your financial intermediary has all of the information and documentation it deems necessary to effect your order. For example, when you sell shares, “good form” means that your request (i) has complete instructions and written requests include the signatures of all account owners, (ii) is for an amount that is less than or equal to the shares in your account for which payment has been received and collected, (iii) has a Medallion Signature Guarantee for amounts greater than $100,000 and certain other transactions, as described below, and (iv) includes any other required documents completed and attached. For the documents required for sales by corporations, agents, fiduciaries, surviving joint owners and other legal entities, call 800.345.6611.
Medallion Signature Guarantees
The Transfer Agent may require a Medallion Signature Guarantee for your signature in order to process certain transactions, including if: (i) the transaction amount is over $100,000; (ii) you want your check made payable to someone other than the registered account owner(s); (iii) the address of record has changed within the last 30 days; (iv) you want the check mailed to an address other than the address of record; (v) you want proceeds to be sent according to existing bank account instructions not coded for outgoing Automated Clearing House (ACH) or wire, or to a bank account not on file; or (vi) you are changing legal ownership of your account.
A Medallion Signature Guarantee helps assure that a signature is genuine and not a forgery. A Medallion Signature Guarantee must be provided by an eligible guarantor institution including, but not limited to, the following: a bank, credit union, savings association, broker or dealer that participates in the Securities Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock Exchange Medallion
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Table of Contents
Multi-Manager International Equity Strategies Fund
Buying, Selling and Exchanging Shares (continued)
Signature Program (MSP). For other transactions, the Transfer Agent may require a signature guarantee. Notarization by a notary public is not an acceptable signature guarantee. The Transfer Agent reserves the right to reject a signature guarantee and to request additional documentation for any transaction.
Customer Identification Program
Federal law requires the Fund to obtain and record specific personal information to verify your identity when you open an account. This information may include your name, address, date of birth (for individuals) and taxpayer or other government issued identification (e.g., social security number (SSN) or other taxpayer identification number (TIN)). If you fail to provide the requested information, the Fund may need to delay the date of your purchase or may be unable to open your account, which may result in a return of your investment monies. In addition, if the Fund is unable to verify your identity after your account is open, the Fund reserves the right to close your account or take other steps as deemed reasonable. The Fund will not be liable for any loss resulting from any purchase delay, application rejection or account closure due to a failure to provide proper identifying information.
Small Account Policy — Financial Intermediary Networked and Wrap Fee Accounts
The Funds may automatically redeem, at any time, financial intermediary networked accounts and wrap fee accounts that have account balances of $20 or less or have less than one share.
For shares purchased and held for your benefit through a financial intermediary, the Funds may instruct the intermediary to automatically sell your Fund shares if the transaction can be operationally administered by the intermediary.
Information Sharing Agreements
As required by Rule 22c-2 under the 1940 Act, the Funds or certain of their service providers will enter into information sharing agreements with financial intermediaries, including participating life insurance companies and financial intermediaries that sponsor or offer retirement plans through which shares of the Funds are made available for purchase. Pursuant to Rule 22c-2, financial intermediaries are required, upon request, to: (i) provide shareholder account and transaction information; and (ii) execute instructions from the Fund to restrict or prohibit further purchases of Fund shares by shareholders who have been identified by the Fund as having engaged in transactions that violate the Fund's excessive trading policies and procedures.
Excessive Trading Practices Policy
Right to Reject or Restrict Share Transaction Orders— The Fund is intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should transact in Fund shares primarily for investment purposes. The Board has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures). The Fund discourages and does not accommodate excessive trading.
The Fund reserves the right to reject, without any prior notice, any purchase or exchange order for any reason, and will not be liable for any loss resulting from rejected orders. For example, the Fund may in its sole discretion restrict or reject a purchase or exchange order even if the transaction is not subject to the specific limitation described below if the Fund or its agents determine that accepting the order could interfere with efficient management of the Fund's portfolio or is otherwise contrary to the Fund's best interests. The Excessive Trading Policies and Procedures apply equally to purchase or exchange transactions communicated directly to the Transfer Agent and to those received by financial intermediaries.
Specific Buying and Exchanging Limitations — If a Fund detects that an investor has made two “material round trips” in any 28-day period, it will generally reject the investor's future purchase orders, including exchange purchase orders, involving any Fund.
For these purposes, a “round trip” is a purchase or exchange into the Fund followed by a sale or exchange out of the Fund, or a sale or exchange out of the Fund followed by a purchase or exchange into the Fund. A “material” round trip is one that is deemed by the Fund to be material in terms of its amount or its potential detrimental impact on the Fund. Independent of this limit, the Fund may, in its sole discretion, reject future purchase orders by any person, group or account that appears to have engaged in any type of excessive trading activity.
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Multi-Manager International Equity Strategies Fund
Buying, Selling and Exchanging Shares (continued)
These limits generally do not apply to automated transactions or transactions by registered investment companies in a “fund-of-funds” structure. These limits do not apply to payroll deduction contributions by retirement plan participants, transactions initiated by a retirement plan sponsor or certain other retirement plan transactions consisting of rollover transactions, loan repayments and disbursements, and required minimum distribution redemptions. They may be modified or rescinded for accounts held by certain retirement plans to conform to plan limits, for considerations relating to the Employee Retirement Income Security Act of 1974 or regulations of the Department of Labor, and for certain asset allocation or wrap programs. Accounts known to be under common ownership or control generally will be counted together, but accounts maintained or managed by a common intermediary generally will not be considered to be under common ownership or control. The Fund retains the right to modify these restrictions at any time without prior notice to shareholders. In addition, the Fund may, in its sole discretion, reinstate trading privileges that have been revoked under the Fund's Excessive Trading Policies and Procedures.
Limitations on the Ability to Detect and Prevent Excessive Trading Practices— The Fund takes various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, the Fund receives buy, sell or exchange orders through financial intermediaries, and cannot always know of or reasonably detect excessive trading that may be facilitated by financial intermediaries or by the use of the omnibus account arrangements they offer. Omnibus account arrangements are common forms of holding shares of mutual funds, particularly among certain financial intermediaries such as broker-dealers, retirement plans and variable insurance products. These arrangements often permit financial intermediaries to aggregate their clients' transactions and accounts, and in these circumstances, the identities of the financial intermediary clients that beneficially own Fund shares are often not known to the Fund.
Some financial intermediaries apply their own restrictions or policies to their clients’ transactions and accounts, which may be more or less restrictive than those described here. This may impact the Fund's ability to curtail excessive trading, even where it is identified. For these and other reasons, it is possible that excessive trading may occur despite the Fund's efforts to detect and prevent it.
Although these restrictions and policies involve judgments that are inherently subjective and may involve some selectivity in their application, the Fund seeks to act in a manner that it believes is consistent with the best interests of Fund shareholders in making any such judgments.
Risks of Excessive Trading — Excessive trading creates certain risks to the Fund's long-term shareholders and may create the following adverse effects:
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.
To the extent that the Fund invests significantly in foreign securities traded on markets that close before the Fund's valuation time, it may be particularly susceptible to dilution as a result of excessive trading. Because events may occur after the close of foreign markets and before the Fund's valuation time that influence the value of foreign securities, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of foreign securities as of the Fund's valuation time. This is often referred to as price arbitrage. The Fund has adopted procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what the Fund believes to be the fair value of those securities as of its valuation time. To the extent the adjustments do not work fully, investors engaging in price arbitrage may cause dilution in the value of the Fund's shares held by other shareholders.
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Multi-Manager International Equity Strategies Fund
Buying, Selling and Exchanging Shares (continued)
Similarly, to the extent that the Fund invests significantly in thinly traded securities and other debt instruments that are rated below investment grade (commonly called “high-yield” or “junk” bonds), equity securities of small-capitalization companies, floating rate loans, or tax-exempt or other securities that may trade infrequently, because
these securities are often traded infrequently, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of these securities as of the Fund's valuation time. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Fund's portfolio to a greater degree than would be the case for mutual funds that invest only, or significantly, in highly liquid securities, in part because the Fund may have difficulty selling these particular investments at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also cause dilution in the value of Fund shares held by non-redeeming shareholders. The risks of excessive trading described above also apply to any underlying funds in which the Fund invests.
Opening an Account and Placing Orders
We encourage you to consult with a financial advisor who can help you with your investment decisions and who can help you open an account. Once you have an account, you can buy, sell or exchange shares by contacting your financial advisor who will send your order to the Transfer Agent or your financial intermediary. As described below, once you have an account you can also communicate your orders directly to the Transfer Agent by mail, by telephone or online.
The Funds are generally available directly and through broker-dealers, banks and other financial intermediaries or institutions, and through certain qualified and non-qualified plans, wrap fee products or other investment products sponsored by financial intermediaries. You may sell or exchange shares through your financial intermediary. If you maintain your account directly with your financial intermediary, you must contact that agent to process your transaction.
Not all financial intermediaries offer the Funds (or all classes of Fund shares) and certain financial intermediaries that offer the Funds may not offer all Funds on all investment platforms or programs. Please consult with your financial intermediary to determine the availability of the Funds. If you set up an account at a financial intermediary that does not have, and is unable to obtain, a selling agreement with the Distributor, you will not be able to transfer Fund holdings to that account. In that event, you must either maintain your Fund holdings with your current financial intermediary or find another financial intermediary with a selling agreement.
Financial intermediaries that offer the Funds may charge you additional fees for the services they provide and they may have different policies that are not described in this prospectus. An investor transacting in a class of Fund shares without any front-end sales charge, CDSC, or other asset-based fee for sales or distribution, such as a Rule 12b-1 fee, may be required to pay a commission to the financial intermediary for effecting such transactions. The Funds are offered in a number of different share classes that have different fees and expenses and other features. Some differences in the policies of different financial intermediaries may include different minimum investment amounts, exchange privileges, Fund/class choices and cutoff times for investments. Additionally, recordkeeping, transaction processing and payments of distributions relating to your account may be performed by the financial intermediaries through which your shares of the Fund are held. Since the Fund (and its service providers) may not have a record of your account transactions, you should always contact the financial intermediary through which you purchased or at which you maintain your shares of the Fund to make changes to your account, to give instructions concerning your account, or to obtain information about your account. The Fund and its service providers, including the Distributor and the Transfer Agent, are not responsible for the failure of any financial intermediary to carry out its obligations to its customers.
The Fund may engage financial intermediaries to receive purchase, exchange and sell orders on its behalf. Accounts established directly with the Fund will be serviced by the Transfer Agent. The Funds, the Transfer Agent and the Distributor do not provide investment advice.
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Multi-Manager International Equity Strategies Fund
Buying, Selling and Exchanging Shares (continued)
Buying Shares
Eligible Investors
Fund shares are offered only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial or its affiliates.
Minimum Initial Investments and Account Balances
The minimum initial investment is $100. There is no minimum additional investment amount.
If you unwrap your Ameriprise brokerage account, you may continue to hold, but not purchase additional shares of, the Multi-Manager Strategies Funds. However, if you transfer your brokerage account to another broker-dealer, your holdings in Multi-Manager Strategies Funds are not transferable. You may liquidate your Multi-Manager Strategies Fund holdings or continue to hold them in your Ameriprise brokerage account.
Each Multi-Manager Strategies Fund reserves the right to modify its minimum investment and related requirements at any time, with or without prior notice.
Other Purchase Rules You Should Know
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.
Selling Shares
When you sell shares, the amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in “good form” (i.e., the trade date).
Multi-Manager Strategies Funds are sold through wrap fee programs sponsored and/or managed by Ameriprise Financial or its affiliates. For detailed rules regarding the sale of shares of these Funds, contact your financial intermediary.
Satisfying Fund Redemption Requests
When you sell your Fund shares, the Fund is effectively buying them back from you. This is called a redemption. Except as noted below with respect to newly purchased shares, the Fund typically expects to send you payment for your shares within two business days after your trade date. The Fund can suspend redemptions and/or delay payment of redemption proceeds for up to seven days. The Fund can also suspend redemptions and/or delay payment of redemption proceeds in excess of seven days under certain circumstances, including when the NYSE is closed or trading thereon is restricted or during emergency or other circumstances, including as determined by the SEC.
The Fund typically seeks to satisfy redemption requests from cash or cash equivalents held by the Fund, from the proceeds of orders to purchase Fund shares or from the proceeds of sales of Fund holdings effected in the normal course of managing the Fund. However, the Fund may have to sell Fund holdings, including in down markets, to meet heavier than usual redemption requests. For example, under stressed or abnormal market conditions or circumstances, including circumstances adversely affecting the liquidity of the Fund’s investments, the Fund may be more likely to be forced to sell Fund holdings to meet redemptions than under normal market circumstances. In
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Multi-Manager International Equity Strategies Fund
Buying, Selling and Exchanging Shares (continued)
these situations, the Fund’s portfolio managers may have to sell Fund holdings that would not otherwise be sold because, among other reasons, the current price to be received is less than the value of the holdings perceived by the Fund’s portfolio managers. The Fund may also, under certain circumstances (but more likely under stressed or abnormal market conditions or circumstances), borrow money under a credit facility to which the Fund and certain other Columbia Funds are parties or from other Columbia Funds under an interfund lending program (except for closed-end funds and money market funds, which are not eligible to borrow under the program). The Fund and the other Columbia Funds are limited as to the amount that each may individually and collectively borrow under the credit facility and the interfund lending program. As a result, borrowings available to the Fund under the credit facility and the interfund lending program might be insufficient, alone or in combination with the other strategies described herein, to satisfy Fund redemption requests. Please see About Fund Investments – Borrowings – Interfund Lending in the SAI for more information about the credit facility and interfund lending program. The Fund is also limited in the total amount it may borrow. The Fund may only borrow to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any exemptive relief available to the Fund, which currently limit Fund borrowings to 33 1/3% of total assets (including any amounts borrowed) less liabilities (other than borrowings), plus an additional 5% of its total assets for temporary purposes (to be repaid within 60 days without extension or renewal), in each case determined at the time the borrowing is made.
In addition, the Fund reserves the right to honor redemption orders in whole or in part with in-kind distributions of Fund portfolio securities instead of cash. Such in-kind distributions typically represent a pro-rata portion of Fund portfolio assets subject to adjustments (e.g., for non-transferable securities, round lots, and derivatives). In the event the Fund distributes portfolio securities in kind, you may incur brokerage and other transaction costs associated with converting the portfolio securities you receive into cash. Also, the portfolio securities you receive may increase or decrease in value after they are distributed but before you convert them into cash. For U.S. federal income tax purposes, redemptions paid in securities are generally treated the same as redemptions paid in cash.
While the Fund is not required (and may refuse in its discretion) to pay a redemption with an in-kind distribution of Fund portfolio securities and reserves the right to pay the redemption proceeds in cash, if you wish to request an in-kind redemption, please call the Transfer Agent at 800.345.6611. As a result of the operational steps needed to coordinate with the redeeming shareholder’s custodian, in-kind redemptions typically take several weeks to complete after a redemption request is received. The Fund and the redeeming shareholder will typically agree upon a redemption date. Since the Fund’s NAV may fluctuate during this time, the Fund’s NAV may be lower on the agreed-upon redemption date than on an earlier date on which the investment could have been redeemed for cash.
Redemption of Newly Purchased Shares
You may not redeem shares for which the Fund has not yet received payment. If you pay for shares by check or electronically by ACH and your purchase payment is not guaranteed, it may take up to 10 calendar days to clear. Only shares that have been held in your account for 10 calendar days after the trade date of the purchase will be considered to be in “good form” for redemption (Collected Shares). If you request a redemption for an amount that, based on the NAV next calculated after your redemption request is received, includes any shares that are not yet Collected Shares, the Fund will only process the redemption up to the amount of the value of Collected Shares available in your account. You must submit a new redemption request if you wish to redeem those shares that were not yet Collected Shares at the time the original redemption request was received by the Fund.
Other Redemption Rules You Should Know
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.
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Multi-Manager International Equity Strategies Fund
Buying, Selling and Exchanging Shares (continued)
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.
Exchanging Shares
You can generally sell shares of your Multi-Manager Strategies Fund to buy shares of another Multi-Manager Strategies Fund, in what is called an exchange. You should read the prospectus of, and make sure you understand the investment objective, principal investment strategies, risks, fees and expenses of, the Fund into which you are exchanging.
Please contact your financial intermediary for more information.
Other Exchange Rules You Should Know
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.
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Multi-Manager International Equity Strategies Fund
Distributions and Taxes
Distributions to Shareholders
A mutual fund can make money two ways:
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).
Mutual funds make payments of fund earnings to shareholders, distributing them among all shareholders of the fund. As a shareholder, you are entitled to your portion of a fund's distributed income, including capital gains. Reinvesting your distributions buys you more shares of a fund which lets you take advantage of the potential for compound growth. Putting the money you earn back into your investment means it, in turn, may earn even more money (or be exposed to additional losses, if the fund earns a negative return). Over time, the power of compounding has the potential to significantly increase the value of your investment. There is no assurance, however, that you'll earn more money if you reinvest your distributions rather than receive them in cash.
The Fund intends to pay out, in the form of distributions to shareholders, a sufficient amount of its income and gains so that the Fund will qualify for treatment as a regulated investment company and generally will not have to pay any federal excise tax. The Fund generally intends to distribute any net realized capital gain (whether long-term or short-term gain) at least once a year. Normally, the Fund will declare and pay distributions of net investment income according to the following schedule:
    
Declaration and Distribution Schedule
Declarations Annually
Distributions Annually
The Fund may declare or pay distributions of net investment income more frequently.
Each time a distribution is made, the NAV per share is reduced by the amount of the distribution.
The Fund generally pays cash distributions within five business days after the distribution was declared (or, if the Fund declares distributions daily, within five business days after the end of the month in which the distribution was declared). If you sell all of your shares after the record date, but before the payment date, for a distribution, you'll normally receive that distribution in cash within five business days after the sale was made.
The Fund will automatically reinvest distributions in additional shares of the same share class of the Fund unless you inform us you want to receive your distributions in cash (the financial intermediary through which you purchased shares may have different policies). You can do this by contacting the Fund at the address on the back cover, or by calling us at 800.345.6611. No sales charges apply to the purchase or sale of such shares.
For accounts held directly with the Fund (through the Transfer Agent), distributions of $10 or less will automatically be reinvested in additional Fund shares only. If you elect to receive distributions by check and the check is returned as undeliverable, all subsequent distributions will be reinvested in additional shares of the Fund.
Unless you are a tax-exempt investor or holding Fund shares through a tax-advantaged account (such as a 401(k) plan or IRA), you should consider avoiding buying Fund shares shortly before the Fund makes a distribution (other than distributions of net investment income that are declared daily) of net investment income or net realized capital gain, because doing so can cost you money in taxes to the extent the distribution consists of taxable income or gains. This is because you will, in effect, receive part of your purchase price back in the distribution. This is known as “buying a dividend.” To avoid “buying a dividend,” before you invest check the Fund's distribution schedule, which is available at the Funds' website and/or by calling the Funds' telephone number listed at the beginning of the section entitled About Fund Shares .
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Multi-Manager International Equity Strategies Fund
Distributions and Taxes (continued)
Taxes
You should be aware of the following considerations applicable to the Fund:
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.
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Multi-Manager International Equity Strategies Fund
Distributions and Taxes (continued)
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.
FUNDamentals
Taxes
The information provided above is only a summary of how U.S. federal income taxes may affect your investment in the Fund. It is not intended as a substitute for careful tax planning. Your investment in the Fund may have other tax implications. It does not apply to certain types of investors who may be subject to special rules, including foreign or tax-exempt investors or those holding Fund shares through a tax-advantaged account, such as a 401(k) plan or IRA. Please see the SAI for more detailed tax information. You should consult with your own tax advisor about the particular tax consequences to you of an investment in the Fund, including the effect of any foreign, state and local taxes, and the effect of possible changes in applicable tax laws.
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Multi-Manager International Equity Strategies Fund
Financial Highlights
Because the Fund had not commenced operations prior to the date of this prospectus, no financial highlights are provided.
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Multi-Manager International Equity Strategies Fund
P.O. Box 8081
Boston, MA 02266-8081
Additional Information About the Fund
Additional information about the Fund’s investments will be available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The SAI also provides additional information about the Fund and its policies. The SAI, which has been filed with the SEC, is legally part of this prospectus (incorporated by reference). To obtain these documents free of charge, to request other information about the Fund and to make shareholder inquiries, please contact the Fund as follows:
By Mail:   Columbia Funds
c/o Columbia Management Investment Services Corp.
P.O. Box 8081
Boston, MA 02266-8081
By Telephone: 800.345.6611
Online: columbiathreadneedle.com/us
You can review and copy information about the Fund (including this prospectus, the SAI and shareholder reports when available) at the SEC’s Public Reference Room in Washington, D.C. To find out more about the operation of the Public Reference Room, call the SEC at 202.551.8090. Reports and other information about the Fund are also available in the EDGAR Database on the SEC’s website at http://www.sec.gov. You can receive copies of this information, for a fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.
The investment company registration number of Columbia Funds Series Trust I, of which the Fund is a series, is 811-04367.
Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group of companies.
© 2018 Columbia Management Investment Distributors, Inc.
225 Franklin Street, Boston, MA 02110
800.345.6611
PRO302_08_G01_(01/18)


Table of Contents
STATEMENT OF ADDITIONAL INFORMATION
May 7, 2018
Columbia Funds Series Trust I
CMG Ultra Short Term Bond Fund
CMGUX    
Columbia Adaptive Retirement 2020 Fund
Class Adv: CARGX Class Inst3: CARHX
Columbia Adaptive Retirement 2025 Fund
Class Adv: CAAHX Class Inst3: CAIDX
Columbia Adaptive Retirement 2030 Fund
Class Adv: CARLX Class Inst3: CARMX
Columbia Adaptive Retirement 2035 Fund
Class Adv: CARJX Class Inst3: CAIEX
Columbia Adaptive Retirement 2040 Fund
Class Adv: CAROX Class Inst3: CARQX
Columbia Adaptive Retirement 2045 Fund
Class Adv: CARPX Class Inst3: CAIHX
Columbia Adaptive Retirement 2050 Fund
Class Adv: CARSX Class Inst3: CARUX
Columbia Adaptive Retirement 2055 Fund
Class Adv: CARFX Class Inst3: CAIJX
Columbia Adaptive Retirement 2060 Fund
Class Adv: CARKX Class Inst3: CARVX
Columbia Adaptive Risk Allocation Fund
Class A: CRAAX Class Adv: CARRX Class C: CRACX
Class Inst: CRAZX Class Inst2: CRDRX Class Inst3: CARYX
Class R: CRKRX Class T: CRAWX  
Columbia Alternative Beta Fund
Class A: CLAAX Class Adv: CLFUX Class C: CLABX
Class Inst: CLAZX Class Inst2: CLIVX Class Inst3: CLAYX
Class R: CRRLX Class T: CLAWX  
Columbia AMT-Free Connecticut Intermediate Muni Bond Fund
Class A: LCTAX Class Adv: CCTMX Class C: LCTCX
Class Inst: SCTEX Class Inst3: CCTYX Class V: GCBAX
Columbia AMT-Free Intermediate Muni Bond Fund
Class A: LITAX Class Adv: CIMRX Class C: LITCX
Class Inst: SETMX Class Inst2: CTMRX Class Inst3: CIMYX
Class T: CAFTX Class V: GIMAX  
Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund
Class A: LMIAX Class Adv: CMANX Class C: LMICX
Class Inst: SEMAX Class Inst2: CMAUX Class Inst3: CMMYX
Class V: GMBAX    
Columbia AMT-Free New York Intermediate Muni Bond Fund
Class A: LNYAX Class Adv: CNYIX Class C: LNYCX
Class Inst: GNYTX Class Inst2: CNYUX Class Inst3: CNYYX
Class V: GANYX    
Columbia AMT-Free Oregon Intermediate Muni Bond Fund
Class A: COEAX Class Adv: CORMX Class C: CORCX
Class Inst: CMBFX Class Inst2: CODRX Class Inst3: CORYX
Columbia Balanced Fund
Class A: CBLAX Class Adv: CBDRX Class C: CBLCX
Class Inst: CBALX Class Inst2: CLREX Class Inst3: CBDYX
Class R: CBLRX Class T: CBDTX  
Columbia Bond Fund
Class A: CNDAX Class Adv: CNDRX Class C: CNDCX
Class Inst: UMMGX Class Inst2: CNFRX Class Inst3: CBFYX
Class R: CBFRX Class T: CBDWX Class V: CNDTX
Columbia Contrarian Core Fund
Class A: LCCAX Class Adv: CORRX Class C: LCCCX
Class Inst: SMGIX Class Inst2: COFRX Class Inst3: COFYX
Class R: CCCRX Class T: CTRWX Class V: SGIEX
Columbia Corporate Income Fund
Class A: LIIAX Class Adv: CIFRX Class C: CIOCX
Class Inst: SRINX Class Inst2: CPIRX Class Inst3: CRIYX
Class T: CPIWX    
Columbia Disciplined Small Core Fund
Class A: LSMAX Class Adv: CFFRX Class C: LSMCX
Class Inst: SMCEX Class Inst2: CLLRX Class Inst3: CPFRX
Class T: CSCWX Class V: SSCEX  
Columbia Diversified Absolute Return Fund
Class A: CDUAX Class Adv: CDUFX Class C: CDUCX
Class Inst: CDUZX Class Inst2: CDUGX Class Inst3: CDAYX
Class T: CDUWX    
Columbia Diversified Real Return Fund
Class A: CDRAX Class Adv: CDRRX Class C: CDRCX
Class Inst: CDRZX Class Inst2: CDRFX Class Inst3: CDRYX
Class T: CDTWX    
Columbia Dividend Income Fund
Class A: LBSAX Class Adv: CVIRX Class C: LBSCX
Class Inst: GSFTX Class Inst2: CDDRX Class Inst3: CDDYX
Class R: CDIRX Class T: CDVWX Class V: GEQAX
Columbia Emerging Markets Fund
Class A: EEMAX Class Adv: CEMHX Class C: EEMCX
Class Inst: UMEMX Class Inst2: CEKRX Class Inst3: CEKYX
Class R: CEMRX Class T: CEMWX  
Columbia Global Dividend Opportunity Fund
Class A: CSVAX Class Adv: CGOLX Class C: CSRCX
Class Inst: CSVFX Class Inst2: CADPX Class Inst3: CLSYX
Class R: CSGRX Class T: CTVWX  
Columbia Global Energy and Natural Resources Fund
Class A: EENAX Class Adv: CENRX Class C: EENCX
Class Inst: UMESX Class Inst2: CNRRX Class Inst3: CGEYX
Class R: CETRX Class T*: —  
Columbia Global Technology Growth Fund
Class A: CTCAX Class Adv: CTYRX Class C: CTHCX
Class Inst: CMTFX Class Inst2: CTHRX Class Inst3: CGTUX
Class T*: —    
Columbia Greater China Fund
Class A: NGCAX Class Adv: CGCHX Class C: NGCCX
Class Inst: LNGZX Class Inst2: CGCRX Class Inst3: CGCYX
Class T: CGCWX    
Columbia High Yield Municipal Fund
Class A: LHIAX Class Adv: CHIYX Class C: CHMCX
Class Inst: SRHMX Class Inst2: CHMYX Class Inst3: CHHYX
Columbia Large Cap Growth Fund
Class A: LEGAX Class Adv: CCGRX Class C: LEGCX
Class E: CLGEX Class Inst: GEGTX Class Inst2: CLWFX
Class Inst3: CGFYX Class R: CGWRX Class T: CLGWX
Class V: GAEGX    
Columbia Mid Cap Growth Fund
Class A: CBSAX Class Adv: CPGRX Class C: CMCCX
Class Inst: CLSPX Class Inst2: CMGVX Class Inst3: CMGYX
Class R: CMGRX Class T: CMRWX Class V: CBSTX
Columbia Multi-Asset Income Fund
Class A: CLNAX Class Adv: CLNFX Class C: CLCNX
Class Inst: CLNZX Class Inst2: CLNVX Class Inst3: CMUYX
Class T: CLNWX    

 

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.
Certain share classes in the table above, and throughout this SAI, are referred to using their abbreviated form. These full share class names are as follows: Advisor Class (Class Adv); Institutional Class (Class Inst); Institutional 2 Class (Class Inst2); and Institutional 3 Class (Class Inst3). Prior to November 1, 2017, Class Adv was known as Class R4, Class Inst was known as Class Z, Class Inst2 was known as Class R5, and Class Inst3 was known as Class Y.
Unless the context indicates otherwise, references herein to “each Fund,” “the Fund,” “a Fund,” “the Funds” or “Funds” refers to each Fund listed above.
This Statement of Additional Information (SAI) is not a prospectus, is not a substitute for reading any prospectus and is intended to be read in conjunction with each Fund’s current prospectus (as amended or supplemented), the date of which may be found in the section of this SAI entitled About the Trust . The most recent annual report for each Fund (as applicable), which includes the Fund’s audited financial statements for its most recent fiscal period, is incorporated by reference into this SAI.
Copies of the Funds' current prospectuses and annual and semiannual reports (once available, as applicable) may be obtained without charge by writing Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081, by calling Columbia Funds at 800.345.6611 or by visiting the Columbia Funds’ website at www.columbiathreadneedle.com/us.

 

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Statement of Additional Information – May 7, 2018 1

 

Table of Contents
SAI PRIMER
The SAI is a part of the Funds' registration statement that is filed with the SEC. The registration statement includes the Funds' prospectuses, the SAI and certain exhibits. The SAI, and any supplements to it, can be found online at www.columbiathreadneedle.com/us and/or by accessing the SEC’s website at www.sec.gov.
For purposes of any electronic version of this SAI, all references to websites or universal resource locators (URLs), are intended to be inactive and are not meant to incorporate the contents of any such website or URL into this SAI.
The SAI generally provides additional information about the Funds that is not required to be in the Funds' prospectuses. The SAI expands discussions of certain matters described in the Funds' prospectuses and provides certain additional information about the Funds that may be of interest to some investors. Among other things, the SAI provides information about:
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.
Investors may find this information important and helpful. If you have any questions about the Funds, please call Columbia Funds at 800.345.6611 or contact your financial advisor.
Throughout this SAI, the term “financial intermediary” may refer, generally, to one or more of the selling agents and/or servicing agents that are authorized to sell and/or service shares of the Funds, which may include broker-dealers and financial advisors as well as firms that employ such broker-dealers and financial advisors, including, for example, brokerage firms, banks, investment advisers, third party administrators and other financial intermediaries, including Ameriprise Financial and its affiliates.
Each Fund typically updates its registration statement approximately four months after the end of its fiscal year, although in certain circumstances a Fund may update its registration statement sooner. Some of the information in this SAI is reported for a Fund as of the end of the Fund’s last fiscal year (or period) or during the Fund’s last fiscal year (or period). This is a reference to the fiscal year (or period) ending prior to the Fund’s last annual update, which may be fifteen months or more prior to the date of the SAI. See About the Trusts for each Fund’s fiscal year end and most recent prospectus date (i.e., the date of the Fund’s last annual update).
Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group of companies.
Before reading the SAI, you should consult the prospectus for the Fund as well as the Glossary below, which defines certain of the terms used in the SAI. Terms not defined in the Glossary below generally have the same meaning as otherwise ascribed in a Fund’s prospectus.
Glossary
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

 

Table of Contents
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

 

Table of Contents
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

 

Throughout this SAI, the Funds are referred to as follows:
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

 

ABOUT THE Trust
The Trust is an open-end management investment company registered with the SEC under the 1940 Act with an address at 225 Franklin Street, Boston, Massachusetts 02110.
The Trust was organized as a Massachusetts business trust on October 6, 1987. On October 13, 2003, the Trust changed its name from Liberty-Stein Roe Funds Municipal Trust to Columbia Funds Trust IX. On September 19, 2005, the Trust changed its name from Columbia Funds Trust IX to its current name. The offering of the shares is registered under the 1933 Act.
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
The Fund is expected to commence operations on or about May 17, 2018.
* 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.
(a) The Fund changed its fiscal year end in 2017 from October 31 to August 31.
Name Changes. The table below identifies the Funds whose names have changed in the past five years, the effective date of the name change and the former name.
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

 

FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT POLICIES
The following discussion of “fundamental” and “non-fundamental” investment policies and limitations for each Fund supplements the discussion of investment policies in the Funds' prospectuses. A fundamental policy may be changed only with Board and shareholder approval. A non-fundamental policy may be changed only with Board approval and does not require shareholder approval.
Unless otherwise noted in a Fund’s prospectus or this SAI, whenever an investment policy or limitation states a maximum percentage of a Fund’s assets that may be invested in any security or other asset, or sets forth a policy regarding an investment standard, compliance with such percentage limitation or standard will be determined solely at the time of the Fund’s acquisition of such security or asset (Time of Purchase Standard). Thus, a Fund may continue to hold a security even though it causes the Fund to exceed a percentage limitation because of fluctuation in the value of the Fund’s assets.
Notwithstanding any of a Fund’s other investment policies, the Fund, subject to certain limitations, may invest its assets in another investment company. These underlying funds have adopted their own investment policies that may be more or less restrictive than those of the Fund. Unless a Fund has a policy to consider the policies of underlying funds, the Fund may engage in investment strategies indirectly that would otherwise be prohibited under the Fund’s investment policies.
In adhering to the fundamental and non-fundamental investment restrictions and policies applicable to each of Alternative Beta Fund, MM Alternative Strategies Fund and Diversified Absolute Return Fund, each Fund will, to the extent possible, treat any assets of its Subsidiary generally as if the assets were held directly by the Fund.
Fundamental Policies
The table below shows Fund-specific policies that may be changed only with a “vote of a majority of the outstanding voting securities” of the Fund, which means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. The table indicates whether or not a fund has a policy on a particular topic. A dash indicates that the Fund does not have a Fundamental policy on a particular topic. The specific policy is stated in the paragraphs that follow the table.
Fund A
Buy or
sell real
estate
B
Buy or sell
commodities
C
Issuer
Diversification
D
Concentrate
in any one
industry
E
Invest
80%
F
Act as an
underwriter
G
Lending
H
Borrow
money
I
Issue
senior
securities
Adaptive Retirement 2020 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Retirement 2025 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Retirement 2030 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Retirement 2035 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Retirement 2040 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Retirement 2045 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Retirement 2050 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Retirement 2055 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Retirement 2060 Fund A2 B5 D7 F2 G3 H3 I3
Adaptive Risk Allocation Fund A1 B1 D1 F1 G1 H1 I1
Alternative Beta Fund A2 B4 D6 F2 G2 H2 I2
AMT-Free CT Intermediate Muni Bond Fund A1 B1 D1 E2 F1 G1 H1 I1
AMT-Free Intermediate Muni Bond Fund A1 B1 C1 D1 E3 F1 G1 H1 I1
AMT-Free MA Intermediate Muni Bond Fund A1 B1 D1 E4 F1 G1 H1 I1
AMT-Free NY Intermediate Muni Bond Fund A1 B1 D1 E5 F1 G1 H1 I1
AMT-Free OR Intermediate Muni Bond Fund A1 B1 C3 D1 E6 F1 G1 H1 I1
Balanced Fund A1 B1 C1 D1 F1 G1 H1 I1
Bond Fund A1 B1 C1 D1 F1 G1 H1 I1
Contrarian Core Fund A1 B1 C1 D1 F1 G1 H1 I1
Corporate Income Fund A1 B1 C1 D1 F1 G1 H1 I1
Disciplined Small Core Fund A1 B1 C1 D1 F1 G1 H1 I1
Statement of Additional Information – May 7, 2018 11

 

Fund A
Buy or
sell real
estate
B
Buy or sell
commodities
C
Issuer
Diversification
D
Concentrate
in any one
industry
E
Invest
80%
F
Act as an
underwriter
G
Lending
H
Borrow
money
I
Issue
senior
securities
Diversified Absolute Return Fund A2 B4 C4 D6 F2 G2 H2 I2
Diversified Real Return Fund A1 B3 C1 D5 F1 G1 H1 I1
Dividend Income Fund A1 B1 C1 D1 F1 G1 H1 I1
Emerging Markets Fund A1 B1 C1 D1 F1 G1 H1 I1
Global Dividend Opportunity Fund A1 B1 C1 D1 F1 G1 H1 I1
Global Energy and Natural Resources Fund A1 B1 D2 F1 G1 H1 I1
Global Technology Growth Fund A1 B1 D4 E9 F1 G1 H1 I1
Greater China Fund A1 B1 C2 D1 F1 G1 H1 I1
HY Municipal Fund A1 B1 C1 D1 F1 G1 H1 I1
Large Cap Growth Fund A1 B1 C1 D1 F1 G1 H1 I1
Mid Cap Growth Fund A1 B1 C1 D1 F1 G1 H1 I1
MM Alternative Strategies Fund A1 B2 D1 F1 G1 H1 I1
MM Directional Alternative Strategies Fund A2 B5 D7 F2 G3 H3 I3
MM Growth Strategies Fund A1 B1 C1 D1 F1 G1 H1 I1
MM International Equity Strategies Fund A2 B5 C5 D7 F2 G3 H3 I3
MM Small Cap Equity Strategies Fund A1 B1 C1 D1 F1 G1 H1 I1
MM Total Return Bond Strategies Fund A1 B1 C1 D1 F1 G1 H1 I1
Multi-Asset Income Fund A2 B4 C4 D6 F2 G2 H2 I2
Pacific/Asia Fund A1 B1 C1 D1 F1 G1 H1 I1
Real Estate Equity Fund A1 B1 D3 E7 F1 G1 H1 I1
Select Large Cap Growth Fund A1 B1 C1 D1 F1 G1 H1 I1
Small Cap Growth Fund I A1 B1 C1 D1 F1 G1 H1 I1
Small Cap Value Fund I A1 B1 C1 D1 F1 G1 H1 I1
Solutions Aggressive Portfolio A2 B5 D7 F2 G3 H3 I3
Solutions Conservative Portfolio A2 B5 D7 F2 G3 H3 I3
Strategic CA Municipal Income Fund A1 B1 D1 E1 F1 G1 H1 I1
Strategic Income Fund A1 B1 C1 D1 F1 G1 H1 I1
Strategic NY Municipal Income Fund A1 B1 D1 E1 F1 G1 H1 I1
Tax-Exempt Fund A1 B1 C1 D1 E8 F1 G1 H1 I1
Total Return Bond Fund A1 B1 C1 D1 F1 G1 H1 I1
U.S. Social Bond Fund A2 B4 D6 F2 G2 H2 I2
U.S. Treasury Index Fund A1 B1 C1 D1 F1 G1 H1 I1
Ultra Short Term Bond Fund A1 B1 C1 D1 F1 G1 H1 I1
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
Statement of Additional Information – May 7, 2018 14

 

  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.
Statement of Additional Information – May 7, 2018 15

 

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.
Non-fundamental Policies
The following non-fundamental policies may be changed by the Board at any time and may be in addition to those described in the Funds' prospectus.
Statement of Additional Information – May 7, 2018 16

 

Investment in Illiquid Securities
No more than 15% of the net assets of any Fund will be held in securities and other instruments that are illiquid. “Illiquid Securities” are defined in accordance with the SEC staff’s current guidance and interpretations which provide that an illiquid security is a security which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued the security. Compliance with this limitation is not measured under the Time of Purchase Standard.
Investment in Other Investment Companies
The Funds may not purchase securities of other investment companies except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
Investment in Foreign Securities
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.
Selling Securities Short
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.
Purchasing on Margin
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.
Additional Information About Concentration
The Adaptive Retirement Funds have adopted a policy to not concentrate their investments in any particular industry or group of industries. However, because these Funds invest principally in underlying funds, they may indirectly concentrate in a particular industry or group of industries through investments in the underlying funds.
Multi-Manager International Equity Strategies Fund may indirectly concentrate in a particular industry or group of industries through investments in underlying funds.
Names Rule Policy
To the extent a Fund is subject to Rule 35d-1 under the 1940 Act (the Names Rule), and does not otherwise have a fundamental policy in place to comply with the Names Rule, such Fund has adopted the following non-fundamental policy: Shareholders will receive at least 60 days’ notice of any change to the Fund’s investment objective or principal investment strategies made in order to comply with the Names Rule. The notice will be provided in plain English in a separate written document, and will contain the following prominent statement or similar statement in bold-face type: “Important Notice Regarding Change in Investment Policy.” This statement will appear on both the notice and the envelope in which it is delivered, unless it is delivered separately from other communications to investors, in which case the statement will appear either on the notice or the envelope in which the notice is delivered. A Fund subject to a fundamental policy in place to comply with the Names Rule will disclose in the More Information About the Fund section of its prospectus that its 80% policy cannot be changed without shareholder approval.
Statement of Additional Information – May 7, 2018 17

 

Summary of 1940 Act Restrictions on Certain Activities
Certain of the Fund’s fundamental and, if any, non-fundamental policies set forth above prohibit transactions “except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.” The following discussion summarizes the flexibility that the Fund currently gains from these exceptions. To the extent the 1940 Act or the rules and regulations thereunder may, in the future, be amended to provide greater flexibility, or to the extent the SEC may in the future grant exemptive relief providing greater flexibility, the Fund will be able to use that flexibility without seeking shareholder approval of its fundamental policies.
Borrowing money – The 1940 Act permits a Fund to borrow up to 33  1 3 % of its total assets (including the amounts borrowed) from banks, plus an additional 5% of its total assets for temporary purposes, which may be borrowed from banks or other sources. The exception in the fundamental policy allows the Funds to borrow money subject to these conditions. Compliance with this limitation is not measured under the Time of Purchase Standard (meaning, a Fund may not exceed these thresholds including if, after borrowing, the Fund’s net assets decrease due to market fluctuations).
Buy or sell physical commodities – The 1940 Act does not directly limit a Fund’s ability to invest directly in physical commodities. However, a Fund’s direct and indirect investments in physical commodities may be limited by the Fund’s intention to qualify as a RIC, and can limit the Fund’s ability to so qualify. One of the requirements for favorable tax treatment as a RIC under the Code is that a Fund derive at least 90 percent of its gross income from certain qualifying sources of income. Income and gains from direct commodities investments, and from certain indirect investments therein, do not constitute qualifying income for this purpose. A Fund that qualifies for an exclusion from the definition of a commodity pool under the CEA and has on file a notice of exclusion under CFTC Rule 4.5 is limited in its ability to use certain financial instruments regulated under the CEA (“commodity interests”).
Investing in other investment companies – The 1940 Act, in summary, provides that a fund generally may not: (i) purchase more than 3% of the outstanding voting stock of another investment company; (ii) purchase securities issued by another investment company in an amount representing more than 5% of the investing fund’s total assets; or (iii) purchase securities issued by investment companies that in the aggregate represent more than 10% of the acquiring fund’s total assets (the “3, 5 and 10 Rule”). Affiliated funds-of-funds (i.e., those funds that invest in other funds within the same fund family), with respect to investments in such affiliated underlying funds, are not subject to the 3, 5 and 10 Rule and, therefore, may invest in affiliated underlying funds without restriction. A fund-of-funds may also invest its assets in unaffiliated funds, but the fund-of-funds generally may not purchase more than 3% of the outstanding voting stock of any one unaffiliated fund. Additionally, certain exceptions to these limitations apply to investments in money market open-end funds. If shares of the Fund are purchased by an affiliated fund beyond the 3, 5 and 10 Rule in reliance on Section 12(d)(1)(G) of the 1940 Act, for so long as shares of the Fund are held by such other affiliated fund beyond the 3, 5 and 10 Rule, the Fund will not purchase securities of a registered open-end investment company or registered unit investment trust in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.
Issuing senior securities – A “senior security” is an obligation with respect to the earnings or assets of a company that takes precedence over the claims of that company’s common stock with respect to the same earnings or assets. The 1940 Act prohibits an open-end fund from issuing senior securities other than certain borrowings from a bank, but SEC staff interpretations allow a Fund to engage in certain types of transactions that otherwise might raise senior security concerns (such as short sales, buying and selling financial futures contracts and other derivative instruments and selling put and call options), provided that the Fund segregates or designates on the Fund’s books and records liquid assets, or, as permitted in accordance with SEC staff interpretations, otherwise covers the transaction with offsetting portfolio securities, in amounts sufficient to offset any liability associated with the transaction. The exception in the fundamental policy allows the Fund to operate in reliance upon these staff interpretations.
Making loans (Lending) – Under the 1940 Act, an open-end fund may loan money or property to persons who do not control and are not under common control with the Fund, except that a Fund may make loans to a wholly-owned subsidiary. In addition, the SEC staff takes the position that a Fund may not lend portfolio securities representing more than one-third of the Fund’s total value. A Fund must receive from the borrower collateral at least equal in value to the loaned securities, marked to market daily. The exception in the fundamental policy allows the Fund to make loans to third parties, including loans of its portfolio securities, subject to these conditions.
Selling securities short – A Fund may sell a security short by borrowing the security, then selling it to a third party. The Fund will eventually need to close out the short sale by buying the security and returning it, together with interest, to the party from whom the Fund borrowed the security. The SEC staff takes the position that, as described under “Issuing senior securities” above, a mutual fund must segregate or designate on the Fund’s books and records liquid assets with a value equal to, or otherwise cover the obligation to return, the security. The exception in the fundamental policy allows the Fund to sell securities short provided it designates liquid assets with a value equal to, or otherwise covers the obligation to return, the security.
Statement of Additional Information – May 7, 2018 18

 

ABOUT FUND INVESTMENTS
Each Fund’s investment objective, principal investment strategies and related principal risks are discussed in each Fund’s prospectus. Each Fund’s prospectus identifies the types of securities in which the Fund invests principally and summarizes the principal risks to the Fund’s portfolio as a whole associated with such investments. Unless otherwise indicated in the prospectus or this SAI, the investment objective and policies of a Fund may be changed without shareholder approval.
To the extent that a type of security identified in the table below for a Fund is not described in the Fund’s prospectus (or as a sub-category of such security type in this SAI), the Fund generally invests in such security type, if at all, as part of its non-principal investment strategies.
Information about individual types of securities (including certain of their associated risks) in which some or all of the Funds may invest is set forth below. Each Fund may invest in these types of securities, subject to its investment objective and fundamental and non-fundamental investment policies. A Fund is not required to invest in any or all of the types of securities listed below.
Funds-of-funds invest in a combination of underlying funds, although they may also invest directly in stocks, bonds and other securities. These underlying funds have their own investment strategies and types of investments they are allowed to engage in and purchase. Funds-of-funds may invest directly or indirectly through investments in underlying funds, in securities and other instruments and may engage in the investment strategies indicated in the table below.
Certain Investment Activity Limits. The overall investment and other activities of the Investment Manager and its affiliates may limit the investment opportunities for each Fund in certain markets, industries or transactions or in individual issuers where limitations are imposed upon the aggregate amount of investment by the Funds and other accounts managed by the Investment Manager and accounts of its affiliates (collectively, affiliated investors). From time to time, each Fund’s activities also may be restricted because of regulatory restrictions applicable to the Investment Manager and its affiliates and/or because of their internal policies. See Investment Management and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest .
Temporary Defensive Positions. Each Fund may from time to time take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds or holding some or all of its assets in cash or cash equivalents. The Fund may take such defensive investment positions for as long a period as deemed necessary.
Other Strategic and Investment Measures. A Fund may also from time to time take temporary portfolio positions that may or may not be consistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, investing in derivatives, such as forward contracts, futures contracts, options, structured investments and swaps, for various purposes, including among others, investing in particular derivatives in seeking to reduce investment exposure, or in seeking to achieve indirect investment exposure, to a sector, country, region or currency where the Investment Manager (or Fund subadviser, if applicable) believes such defensive positioning is appropriate. Each Fund may do so without limit and for as long a period as deemed necessary, when the Investment Manager or the Fund’s subadviser, if applicable: (i) believes that market conditions are not favorable for profitable investing or to avoid losses, (ii) is unable to locate favorable investment opportunities; or (iii) determines that a temporary defensive position is advisable or necessary in order to meet anticipated redemption requests, or for other reasons. While the Fund is so positioned, derivatives could comprise a substantial portion of the Fund’s investments and the Fund may not achieve its investment objective. Investing in this manner may adversely affect Fund performance. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and taxes, and decreased Fund performance.
Types of Investments
A black circle indicates that the investment strategy or type of investment generally is authorized for a category of Funds. Exceptions are noted following the table. See About the Trust for fund investment categories.
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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Asset-Backed Securities
Asset-backed securities represent interests in, or debt instruments that are backed by, pools of various types of assets that generate cash payments generally over fixed periods of time, such as, among others, motor vehicle installment sales, contracts, installment loan contracts, leases of various types of real and personal property, and receivables from revolving (credit card) agreements. Such securities entitle the security holders to receive distributions ( i.e. , principal and interest) that are tied to the payments made by the borrower on the underlying assets (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying assets effectively pass through to such security holders. Asset-backed securities typically are created by an originator of loans or owner of accounts receivable that sells such underlying assets to a special purpose entity in a process called a securitization. The special purpose entity issues securities that are backed by the payments on the underlying assets, and have a minimum denomination and specific term. Asset-backed securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. Collateralized loan obligations (CLOs) are but one example of an asset-backed security. See Types of Investments – Variable- and Floating-Rate Obligations, – Debt Obligations – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and – Private Placement and Other Restricted Securities for more information.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with asset-backed securities include: Credit Risk, Interest Rate Risk, Liquidity Risk and Prepayment and Extension Risk.
Bank Obligations (Domestic and Foreign)
Bank obligations include certificates of deposit, bankers’ acceptances, time deposits and promissory notes that earn a specified rate of return and may be issued by (i) a domestic branch of a domestic bank, (ii) a foreign branch of a domestic bank, (iii) a domestic branch of a foreign bank or (iv) a foreign branch of a foreign bank. Bank obligations may be structured as fixed-, variable- or floating-rate obligations. See Types of Investments – Variable- and Floating-Rate Obligations for more information.
Certificates of deposit, or so-called CDs, typically are interest-bearing debt instruments issued by banks and have maturities ranging from a few weeks to several years. Yankee dollar certificates of deposit are negotiable CDs issued in the United States by branches and agencies of foreign banks. Eurodollar certificates of deposit are CDs issued by foreign banks with interest and principal paid in U.S. dollars. Eurodollar and Yankee Dollar CDs typically have maturities of less than two years and have interest rates that typically are pegged to the London Interbank Offered Rate or LIBOR. Bankers’ acceptances are time drafts drawn on and accepted by banks, are a customary means of effecting payment for merchandise sold in import-export transactions and are a general source of financing. A time deposit can be either a savings account or CD that is an obligation of a financial institution for a fixed term. Typically, there are penalties for early withdrawals of time deposits. Promissory notes are written commitments of the maker to pay the payee a specified sum of money either on demand or at a fixed or determinable future date, with or without interest.
Bank investment contracts are issued by banks. Pursuant to such contracts, a Fund may make cash contributions to a deposit fund of a bank. The bank then credits to the Fund payments at floating or fixed interest rates. A Fund also may hold funds on deposit with its custodian for temporary purposes.
Certain bank obligations, such as some CDs, are insured by the FDIC up to certain specified limits. Many other bank obligations, however, are neither guaranteed nor insured by the FDIC or the U.S. Government. These bank obligations are “backed” only by the creditworthiness of the issuing bank or parent financial institution. Domestic and foreign banks are subject to different governmental regulation. Accordingly, certain obligations of foreign banks, including Eurodollar and Yankee dollar obligations, involve different and/or heightened investment risks than those affecting obligations of domestic banks, including, among others, the possibilities that: (i) their liquidity could be impaired because of political or economic developments; (ii) the obligations may be less marketable than comparable obligations of domestic banks; (iii) a foreign jurisdiction might impose withholding and other taxes at high levels on interest income; (iv) foreign deposits may be seized or nationalized; (v) foreign governmental restrictions such as exchange controls may be imposed, which could adversely affect the payment of principal and/or interest on those obligations; (vi) there may be less publicly available information concerning foreign banks issuing the obligations; and (vii) the reserve requirements and accounting, auditing and financial reporting standards, practices and requirements applicable to foreign banks may differ (including, less stringent) from those applicable to domestic banks. Foreign banks generally are not subject to examination by any U.S. Government agency or instrumentality. See Types of Investments – Foreign Securities .
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with bank obligations include: Counterparty Risk, Credit Risk, Interest Rate Risk, Issuer Risk, Liquidity Risk, and Prepayment and Extension Risk.
Statement of Additional Information – May 7, 2018 21

 

Collateralized Bond Obligations
Collateralized bond obligations (CBOs) are investment grade bonds backed by a pool of bonds, which may include junk bonds (which are considered speculative investments). CBOs are similar in concept to collateralized mortgage obligations (CMOs), but differ in that CBOs represent different degrees of credit quality rather than different maturities. (See Types of Investments – Mortgage-Backed Securities and – Asset-Backed Securities . ) CBOs are often privately offered and sold, and thus not registered under the federal securities laws.
Underwriters of CBOs package a large and diversified pool of high-risk, high-yield junk bonds, which is then structured into “tranches.” Typically, the first tranche represents a senior claim on collateral and pays the lowest interest rate; the second tranche is junior to the first tranche and therefore subject to greater risk and pays a higher rate; the third tranche is junior to both the first and second tranche, represents the lowest credit quality and instead of receiving a fixed interest rate receives the residual interest payments — money that is left over after the higher tranches have been paid. CBOs, like CMOs, are substantially overcollateralized and this, plus the diversification of the pool backing them, may earn certain of the tranches investment-grade bond ratings. Holders of third-tranche CBOs stand to earn higher or lower yields depending on the rate of defaults in the collateral pool. See Types of Investments – High-Yield Securities .
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with CBOs include: Credit Risk, Interest Rate Risk, Liquidity Risk, High-Yield Securities Risk and Prepayment and Extension Risk.
Commercial Paper
Commercial paper is a short-term debt obligation, usually sold on a discount basis, with a maturity ranging from 2 to 270 days issued by banks, corporations and other borrowers. It is sold to investors with temporary idle cash as a way to increase returns on a short-term basis. These instruments are generally unsecured, which increases the credit risk associated with this type of investment. See Types of Investments — Debt Obligations and — Illiquid Securities. See Appendix A for a discussion of securities ratings.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with commercial paper include: Credit Risk and Liquidity Risk.
Common Stock
Common stock represents a unit of equity ownership of a corporation. Owners typically are entitled to vote on the selection of directors and other important corporate governance matters, and to receive dividend payments, if any, on their holdings. However, ownership of common stock does not entitle owners to participate in the day-to-day operations of the corporation. Common stocks of domestic and foreign public corporations can be listed, and their shares traded, on domestic stock exchanges, such as the NYSE or the NASDAQ Stock Market. Domestic and foreign corporations also may have their shares traded on foreign exchanges, such as the London Stock Exchange or Tokyo Stock Exchange. See Types of Investments – Foreign Securities . Common stock may be privately placed or publicly offered. The price of common stock is generally determined by corporate earnings, type of products or services offered, projected growth rates, experience of management, liquidity, and market conditions generally. In the event that a corporation declares bankruptcy or is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of those who own common stock. See Types of Investments – Private Placement and Other Restricted Securities, – Preferred Stock and – Convertible Securities for more information.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with common stock include: Issuer Risk and Market Risk.
Convertible Securities
Convertible securities include bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion price). As such, convertible securities combine the investment characteristics of debt securities and equity securities. A holder of convertible securities is entitled to receive the income of a bond, debenture or note or the dividend of a preferred stock until the conversion privilege is exercised. The market value of convertible securities generally is a function of, among other factors, interest rates, the rates of return of similar nonconvertible securities and the financial strength of the issuer. The market value of convertible securities tends to decline as interest rates rise and, conversely, to rise as interest rates decline. However, a convertible security’s market value tends to reflect the market price of the common stock of the issuing company when that stock price approaches or is greater than its conversion price. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the rate of return of the convertible security. Because both interest rate and common stock’s market movements can influence their value, convertible securities generally are not as sensitive to changes in interest rates as similar non-convertible debt securities nor generally as sensitive to changes in share price as the underlying common stock. Convertible securities may be structured as
Statement of Additional Information – May 7, 2018 22

 

fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Types of Investments — Variable- and Floating-Rate Obligations, —Debt Obligations - Zero-Coupon, Pay-in-Kind and Step-Coupon Securities, — Common Stock, — Corporate Debt Securities and — Private Placement and Other Restricted Securities for more information.
Certain convertible securities may have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities (of the same or a different issuer) at a specified date and at a specified exchange ratio. Certain convertible securities may be convertible at the option of the issuer, which may require a holder to convert the security into the underlying common stock, even at times when the value of the underlying common stock or other equity security has declined substantially. In addition, some convertible securities may be rated below investment grade or may not be rated and, therefore, may be considered speculative investments. Companies that issue convertible securities frequently are small- and mid-capitalization companies and, accordingly, carry the risks associated with such companies. In addition, the credit rating of a company’s convertible securities generally is lower than that of its conventional debt securities. Convertible securities are senior to equity securities and have a claim to the assets of an issuer prior to the holders of the issuer’s common stock in the event of liquidation but generally are subordinate to similar non-convertible debt securities of the same issuer. Some convertible securities are particularly sensitive to changes in interest rates when their predetermined conversion price is much higher than the price for the issuing company’s common stock.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with convertible securities include: Convertible Securities Risk, Interest Rate Risk, Issuer Risk, Market Risk, Prepayment and Extension Risk, and Reinvestment Risk.
Corporate Debt Securities
Corporate debt securities are long and short term fixed income securities typically issued by businesses to finance their operations. Corporate debt securities are issued by public or private companies, as distinct from debt securities issued by a government or its agencies. The issuer of a corporate debt security often has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal periodically or on a specified maturity date. Corporate debt securities typically have four distinguishing features: (1) they are taxable; (2) they have a par value of $1,000; (3) they have a term maturity, which means they come due at a specified time period; and (4) many are traded on major securities exchanges. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their interest rates, maturity dates and secured or unsecured status. Commercial paper has the shortest term and usually is unsecured, as are debentures. The broad category of corporate debt securities includes debt issued by domestic or foreign companies of all kinds, including those with small-, mid- and large-capitalizations. The category also includes bank loans, as well as assignments, participations and other interests in bank loans. Corporate debt securities may be rated investment grade or below investment grade and may be structured as fixed-, variable or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. They may also be senior or subordinated obligations. See Appendix A for a discussion of securities ratings. See Types of Investments — Variable- and Floating-Rate Obligations, — Private Placement and Other Restricted Securities, — Debt Obligations, — Commercial Paper and — High-Yield Securities for more information.
Extendible commercial notes (ECNs) are very similar to commercial paper except that, with ECNs, the issuer has the option to extend the notes’ maturity. ECNs are issued at a discount rate, with an initial redemption of not more than 90 days from the date of issue. If ECNs are not redeemed by the issuer on the initial redemption date, the issuer will pay a premium (step-up) rate based on the ECN’s credit rating at the time.
Because of the wide range of types and maturities of corporate debt securities, as well as the range of creditworthiness of issuers, corporate debt securities can have widely varying risk/return profiles. For example, commercial paper issued by a large established domestic corporation that is rated by an NRSRO as investment grade may have a relatively modest return on principal but present relatively limited risk. On the other hand, a long-term corporate note issued, for example, by a small foreign corporation from an emerging market country that has not been rated by an NRSRO may have the potential for relatively large returns on principal but carries a relatively high degree of risk.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with corporate debt securities include: Credit Risk, Interest Rate Risk, Issuer Risk, High-Yield Securities Risk, Prepayment and Extension Risk and Reinvestment Risk.
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Custody Receipts and Trust Certificates
Custody receipts and trust certificates are derivative products that evidence direct ownership in a pool of securities. Typically, a sponsor will deposit a pool of securities with a custodian in exchange for custody receipts evidencing interests in those securities. The sponsor generally then will sell the custody receipts or trust certificates in negotiated transactions at varying prices. Each custody receipt or trust certificate evidences the individual securities in the pool and the holder of a custody receipt or trust certificate generally will have all the rights and privileges of owners of those securities.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with custody receipts and trust certificates include: Liquidity Risk and Counterparty Risk. In addition, custody receipts and trust certificates generally are subject to the same risks as the securities evidenced by the receipts or certificates.
Debt Obligations
Many different types of debt obligations exist (for example, bills, bonds, and notes). Issuers of debt obligations have a contractual obligation to pay interest at a fixed, variable or floating rate on specified dates and to repay principal by a specified maturity date. Certain debt obligations (usually intermediate and long-term bonds) have provisions that allow the issuer to redeem or “call” a bond before its maturity. Issuers are most likely to call these securities during periods of falling interest rates. When this happens, an investor may have to replace these securities with lower yielding securities, which could result in a lower return.
The market value of debt obligations is affected primarily by changes in prevailing interest rates and the issuer’s perceived ability to repay the debt. The market value of a debt obligation generally reacts inversely to interest rate changes. When prevailing interest rates decline, the market value of the bond usually rises, and when prevailing interest rates rise, the market value of the bond usually declines.
In general, the longer the maturity of a debt obligation, the higher its yield and the greater the sensitivity to changes in interest rates. Conversely, the shorter the maturity, the lower the yield and the lower the sensitivity to changes in interest rates.
As noted, the values of debt obligations also may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the quality rating of a security, the higher the degree of risk as to the payment of interest and return of principal. To compensate investors for taking on such increased risk, those issuers deemed to be less creditworthy generally must offer their investors higher interest rates than do issuers with better credit ratings. See Types of Investments — Corporate Debt Securities, — High-Yield Securities and — Preferred Stock - Trust-Preferred Securities for information.
Event-Linked Instruments/Catastrophe Bonds. A Fund may obtain event-linked exposure by investing in “event-linked bonds” or “event-linked swaps” or by implementing “event-linked strategies.” Event-linked exposure results in gains or losses that typically are contingent on, or formulaically related to, defined trigger events. Examples of trigger events include hurricanes, earthquakes, weather-related phenomena or statistics relating to such events. Some event-linked bonds are commonly referred to as “catastrophe bonds.” If a trigger event occurs, the principal amount of the bond is reduced (potentially to zero), and a Fund may lose all or a portion of its entire principal invested in the bond or the entire notional amount on a swap.
Stripped Securities. Stripped securities are the separate income or principal payments of a debt security and evidence ownership in either the future interest or principal payments on an instrument. There are many different types and variations of stripped securities. For example, Separate Trading of Registered Interest and Principal Securities (STRIPS) can be component parts of a U.S. Treasury security where the principal and interest components are traded independently through DTC, a clearing agency registered pursuant to Section 17A of the 1934 Act and created to hold securities for its participants, and to facilitate the clearance and settlement of securities transactions between participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Treasury Investor Growth Receipts (TIGERs) are U.S. Treasury securities stripped by brokers. Stripped mortgage-backed securities, (SMBS) also can be issued by the U.S. Government or its agencies. Stripped securities may be structured as fixed-, variable- or floating-rate obligations.
SMBS usually are structured with two or more classes that receive different proportions of the interest and principal distributions from a pool of mortgage-backed assets. Common types of SMBS will be structured so that one class receives some of the interest and most of the principal from the mortgage-backed assets, while another class receives most of the interest and the remainder of the principal.
See Types of Investments – Mortgage-Backed Securities, – Variable- and Floating-Rate Obligations and – U.S. Government and Related Obligations for more information.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with stripped securities include: Credit Risk, Interest Rate Risk, Liquidity Risk, Prepayment and Extension Risk and Stripped Securities Risk
When-Issued, Delayed Delivery and Forward Commitment Transactions. When-issued, delayed delivery and forward commitment transactions involve the purchase or sale of securities by a Fund, with payment and delivery taking place in the future after the customary settlement period for that type of security. Normally, the settlement date occurs within 45 days of the
Statement of Additional Information – May 7, 2018 24

 

purchase although in some cases settlement may take longer. The investor does not pay for the securities or receive dividends or interest on them until the contractual settlement date. When engaging in when-issued, delayed delivery and forward commitment transactions, a Fund typically will designate liquid assets in an amount equal to or greater than the purchase price. The payment obligation and, if applicable, the interest rate that will be received on the securities, are fixed at the time that a Fund agrees to purchase the securities. A Fund generally will enter into when-issued, delayed delivery and forward commitment transactions only with the intention of completing such transactions.
However, a Fund’s portfolio manager may determine not to complete a transaction if he or she deems it appropriate to close out the transaction prior to its completion. In such cases, a Fund may realize short-term gains or losses. See Types of Investments — Asset-Backed Securities and — Mortgage-Backed Securities for more information.
To Be Announced Securities (“TBAs”). As with other delayed delivery transactions, a seller agrees to issue a TBA security at a future date. However, the seller does not specify the particular securities to be delivered. Instead, the Fund agrees to accept any security that meets specified terms. For example, in a TBA mortgage-backed security transaction, the Fund and the seller would agree upon the issuer, interest rate and terms of the underlying mortgages. The seller would not identify the specific underlying mortgages until it issues the security. TBA mortgage-backed securities increase market risks because the underlying mortgages may be less favorable than anticipated by the Fund. See Types of Investments — Asset-Backed Securities and — Mortgage-Backed Securities for more information.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with when-issued, delayed delivery and forward commitment transactions include: Counterparty Risk, Credit Risk and Market Risk.
Zero-Coupon, Pay-in-Kind and Step-Coupon Securities. Zero-coupon, pay-in-kind and step-coupon securities are types of debt instruments that do not necessarily make payments of interest in fixed amounts or at fixed intervals. Asset-backed securities, convertible securities, corporate debt securities, foreign securities, high-yield securities, mortgage-backed securities, municipal securities, participation interests, stripped securities, U.S. Government and related obligations and other types of debt instruments may be structured as zero-coupon, pay-in-kind and step-coupon securities.
Zero-coupon securities do not pay interest on a current basis but instead accrue interest over the life of the security. These securities include, among others, zero-coupon bonds, which either may be issued at a discount by a corporation or government entity or may be created by a brokerage firm when it strips the coupons from a bond or note and then sells the bond or note and the coupon separately. This technique is used frequently with U.S. Treasury bonds, and zero-coupon securities are marketed under such names as CATS (Certificate of Accrual on Treasury Securities), TIGERs or STRIPS. Zero-coupon bonds also are issued by municipalities. Buying a municipal zero-coupon bond frees its purchaser of the obligation to pay regular federal income tax on imputed interest, since the interest is exempt for regular federal income tax purposes. Zero-coupon certificates of deposit and zero-coupon mortgages are generally structured in the same fashion as zero-coupon bonds; the certificate of deposit holder or mortgage holder receives face value at maturity and no payments until then.
Pay-in-kind securities normally give the issuer an option to pay cash at a coupon payment date or to give the holder of the security a similar security with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made.
Step-coupon securities trade at a discount from their face value and pay coupon interest that gradually increases over time. The coupon rate is paid according to a schedule for a series of periods, typically lower for an initial period and then increasing to a higher coupon rate thereafter. The discount from the face amount or par value depends on the time remaining until cash payments begin, prevailing interest rates, liquidity of the security and the perceived credit quality of the issue.
Zero-coupon, pay-in-kind and step-coupon securities holders generally have substantially all the rights and privileges of holders of the underlying coupon obligations or principal obligations. Holders of these securities typically have the right upon default on the underlying coupon obligations or principal obligations to proceed directly and individually against the issuer and are not required to act in concert with other holders of such securities.
See Appendix A for a discussion of securities ratings. See Types of Investments — Asset-Backed Securities and — Mortgage-Backed Securities for more information.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with zero-coupon, step-coupon, and pay-in-kind securities include: Credit Risk, Interest Rate Risk and Zero-Coupon Bonds Risk.
Determining Investment Grade for Purposes of Investment Policies. Unless otherwise stated in the Fund’s prospectus, when determining, under a Fund’s investment policies, whether a debt instrument is investment grade or below investment grade for purposes of purchase by the Fund, the Fund will apply a particular credit quality rating methodology, as described within the
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Fund’s shareholder reports, when available. These methodologies typically make use of credit quality ratings assigned by a third-party rating agency or agencies, when available. Credit quality ratings assigned by a rating agency are subjective opinions, not statements of fact, and are subject to change, including daily. Credit quality ratings apply to the Fund’s debt instrument investments and not the Fund itself.
Ratings limitations under a Fund’s investment policies are applied at the time of purchase by a Fund. Subsequent to purchase, a debt instrument may cease to be rated by a rating agency or its rating may be reduced by a rating agency(ies) below the minimum required for purchase by a Fund. Neither event will require the sale of such debt instrument, but it may be a factor in considering whether to continue to hold the instrument. Unless otherwise stated in a Fund’s prospectus or in this SAI, a Fund may invest in debt instruments that are not rated by a rating agency. When a debt instrument is not rated by a rating agency, the Investment Manager or, as applicable, a Fund subadviser determines, at the time of purchase, whether such debt instrument is of investment grade or below investment grade (e.g., junk bond) quality. A Fund’s debt instrument holdings that are not rated by a rating agency are typically referred to as “Not Rated” within the Fund’s shareholder reports.
See Appendix A for a discussion of securities ratings.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with debt obligations include: Confidential Information Access Risk, Credit Risk, Highly Leveraged Transactions Risk, Impairment of Collateral Risk, Interest Rate Risk, Issuer Risk, Liquidity Risk, Prepayment and Extension Risk and Reinvestment Risk.
Determining Average Maturity. When determining the average maturity of a Fund's portfolio, the Fund may use the effective maturity of a portfolio security by, among other things, adjusting for interest rate reset dates, call dates or “put” dates.
Depositary Receipts
See Types of Investments – Foreign Securities below.
Derivatives
General
Derivatives are financial instruments whose values are based on (or “derived” from) traditional securities (such as a stock or a bond), assets (such as a commodity, like gold), reference rates (such as LIBOR), market indices (such as the S& P 500 ® Index) or customized baskets of securities or instruments. Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indices, are traded on regulated exchanges. These types of derivatives are standardized contracts that can easily be bought and sold, and whose market values are determined and published daily. Non-standardized derivatives, on the other hand, tend to be more specialized or complex, and may be harder to value. Many derivative instruments often require little or no initial payment and therefore often create inherent economic leverage. Derivatives, when used properly, can enhance returns and be useful in hedging portfolios and managing risk. Some common types of derivatives include futures; options; options on futures; forward foreign currency exchange contracts; forward contracts on securities and securities indices; linked securities and structured products; CMOs; swap agreements and swaptions.
A Fund may use derivatives for a variety of reasons, including, for example: (i) to enhance its return; (ii) to attempt to protect against possible unfavorable changes in the market value of securities held in or to be purchased for its portfolio resulting from securities markets or currency exchange rate fluctuations ( i.e. , to hedge); (iii) to protect its unrealized gains reflected in the value of its portfolio securities; (iv) to facilitate the sale of such securities for investment purposes; (v) to reduce transaction costs; (vi) to manage the effective maturity or duration of its portfolio; and/or (vii) to maintain cash reserves while remaining fully invested.
Certain Funds may employ portfolio margining with respect to derivatives investments, which creates leverage in a Fund’s portfolio (subjecting the Fund to Leverage Risk). Portfolio margining is a methodology that computes margin requirements for an account based on the greatest projected net loss of all positions in a product class or group, and uses computer modeling to perform risk analysis using multiple pricing scenarios. The pricing scenarios are designed to measure the theoretical loss of the positions, given changes in the underlying price and implied volatility inputs to the model. Accordingly, the margin required is based on the greatest loss that would be incurred in a portfolio if the value of its components move up or down by a predetermined amount.
A Fund may use any or all of the above investment techniques and may purchase different types of derivative instruments at any time and in any combination. The use of derivatives is a function of numerous variables, including market conditions. See also Types of Investments — Warrants and Rights and — Debt Obligations - When Issued, Delayed Delivery and Forward Commitment Transactions.
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Although one or more of the other risks described in this SAI may also apply, the risks typically associated with transactions in derivatives (including the derivatives instruments discussed below) include: Counterparty Risk, Credit Risk, Interest Rate Risk, Leverage Risk, Liquidity Risk, Market Risk, Derivatives Risk, Derivatives Risk – Forward Contracts Risk, Derivatives Risk – Futures Contracts Risk, Derivatives Risk – Inverse Floaters Risk, Derivatives Risk – Options Risk, Derivatives Risk – Structured Investments Risk and/or Derivatives Risk – Swaps Risk.
Structured Investments (Indexed or Linked Securities)
General . Indexed or linked securities, also often referred to as “structured products,” are instruments that may have varying combinations of equity and debt characteristics. These instruments are structured to recast the investment characteristics of the underlying security or reference asset. If the issuer is a unit investment trust or other special purpose vehicle, the structuring will typically involve the deposit with or purchase by such issuer of specified instruments (such as commercial bank loans or securities) and/or the execution of various derivative transactions, and the issuance by that entity of one or more classes of securities (structured securities) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments.
Indexed and Inverse Floating Rate Securities. A Fund may invest in securities that provide a potential return based on a particular index or interest rates. For example, a Fund may invest in debt securities that pay interest based on an index of interest rates. The principal amount payable upon maturity of certain securities also may be based on the value of the index. To the extent a Fund invests in these types of securities, a Fund’s return on such securities will rise and fall with the value of the particular index: that is, if the value of the index falls, the value of the indexed securities owned by a Fund will fall. Interest and principal payable on certain securities may also be based on relative changes among particular indices.
A Fund may also invest in so-called “inverse floaters” or “residual interest bonds” on which the interest rates vary inversely with a floating rate (which may be reset periodically by a dutch auction, a remarketing agent, or by reference to a short-term tax-exempt interest rate index). A Fund may purchase synthetically-created inverse floating rate bonds evidenced by custodial or trust receipts. A trust funds the purchase of a bond by issuing two classes of certificates: short-term floating rate notes (typically sold to third parties) and the inverse floaters (also known as residual certificates). No additional income beyond that provided by the trust’s underlying bond is created; rather, that income is merely divided-up between the two classes of certificates. Generally, income on inverse floating rate bonds will decrease when interest rates increase, and will increase when interest rates decrease. Such securities can have the effect of providing a degree of investment leverage, since they may increase or decrease in value in response to changes in market interest rates at a rate that is a multiple of the actual rate at which fixed-rate securities increase or decrease in response to such changes. As a result, the market values of such securities will generally be more volatile than the market values of fixed-rate securities. To seek to limit the volatility of these securities, a Fund may purchase inverse floating obligations that have shorter-term maturities or that contain limitations on the extent to which the interest rate may vary. Certain investments in such obligations may be illiquid. Furthermore, where such a security includes a contingent liability, in the event of an adverse movement in the underlying index or interest rate, a Fund may be required to pay substantial additional margin to maintain the position.
Credit-Linked Securities. Among the income-producing securities in which a Fund may invest are credit linked securities. The issuers of these securities frequently are limited purpose trusts or other special purpose vehicles that, in turn, invest in a derivative instrument or basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain fixed income markets. For instance, a Fund may invest in credit-linked securities as a cash management tool in order to gain exposure to a certain market and/or to remain fully invested when more traditional income-producing securities are not available. Like an investment in a bond, investments in these credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on or linked to the issuer’s receipt of payments from, and the issuer’s potential obligations to, the counterparties to the derivative instruments and other securities in which the issuer invests. For instance, the issuer may sell one or more credit default swaps, under which the issuer would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and/or principal that a Fund would receive. A Fund’s investments in these securities are indirectly subject to the risks associated with derivative instruments. These securities generally are exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.
Equity-Linked Notes. An equity-linked note (ELN) is a debt instrument whose value is based on the value of a single equity security, basket of equity securities or an index of equity securities (each, an Underlying Equity). An ELN typically provides interest income, thereby offering a yield advantage over investing directly in an Underlying Equity. The Fund may purchase
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ELNs that trade on a securities exchange or those that trade on the over-the-counter markets, including Rule 144A securities. The Fund may also purchase ELNs in a privately negotiated transaction with the issuer of the ELNs (or its broker-dealer affiliate). The Fund may or may not hold an ELN until its maturity.
Equity-linked securities also include issues such as Structured Yield Product Exchangeable for Stock (STRYPES), Trust Automatic Common Exchange Securities (TRACES), Trust Issued Mandatory Exchange Securities (TIMES) and Trust Enhanced Dividend Securities (TRENDS). The issuers of these equity-linked securities generally purchase and hold a portfolio of stripped U.S. Treasury securities maturing on a quarterly basis through the conversion date, and a forward purchase contract with an existing shareholder of the company relating to the common stock. Quarterly distributions on such equity-linked securities generally consist of the cash received from the U.S. Treasury securities and such equity-linked securities generally are not entitled to any dividends that may be declared on the common stock.
ELNs also include participation notes issued by a bank or broker-dealer that entitles the Fund to a return measured by the change in value of an Underlying Equity. Participation notes are typically used when a direct investment in the Underlying Equity is restricted due to country-specific regulations. Investment in a participation note is not the same as investment in the constituent shares of the company (or other issuer type) to which the Underlying Equity is economically tied. A participation note represents only an obligation of the company or other issuer type to provide the Fund the economic performance equivalent to holding shares of the Underlying Equity. A participation note does not provide any beneficial or equitable entitlement or interest in the relevant Underlying Equity. In other words, shares of the Underlying Equity are not in any way owned by the Fund.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with equity-linked notes include: Counterparty Risk, Credit Risk, Liquidity Risk and Market Risk.
Index-, Commodity- and Currency-Linked Securities. “Index-linked” or “commodity-linked” notes are debt securities of companies that call for interest payments and/or payment at maturity in different terms than the typical note where the borrower agrees to make fixed interest payments and to pay a fixed sum at maturity. Principal and/or interest payments on an index-linked or commodity-linked note depend on the performance of one or more market indices, such as the S&P 500 ® Index, a weighted index of commodity futures such as crude oil, gasoline and natural gas or the market prices of a particular commodity or basket of commodities or securities. Currency-linked debt securities are short-term or intermediate-term instruments having a value at maturity, and/or an interest rate, determined by reference to one or more foreign currencies. Payment of principal or periodic interest may be calculated as a multiple of the movement of one currency against another currency, or against an index.
Index-, commodity- and currency-linked securities may entail substantial risks. Such instruments may be subject to significant price volatility. The company issuing the instrument may fail to pay the amount due on maturity. The underlying investment may not perform as expected by a Fund’s portfolio manager. Markets and underlying investments and indexes may move in a direction that was not anticipated by a Fund’s portfolio manager. Performance of the derivatives may be influenced by interest rate and other market changes in the United States and abroad, and certain derivative instruments may be illiquid.
Linked securities are often issued by unit investment trusts. Examples of this include such index-linked securities as S&P Depositary Receipts (SPDRs), which is an interest in a unit investment trust holding a portfolio of securities linked to the S&P 500 ® Index, and a type of exchange-traded fund (ETF). Because a unit investment trust is an investment company under the 1940 Act, a Fund’s investments in SPDRs are subject to the limitations set forth in Section 12(d)(1)(A) of the 1940 Act, although the SEC has issued exemptive relief permitting investment companies such as the Funds to invest beyond the limits of Section 12(d)(1)(A) subject to certain conditions. SPDRs generally closely track the underlying portfolio of securities, trade like a share of common stock and pay periodic dividends proportionate to those paid by the portfolio of stocks that comprise the S&P 500 ® Index. As a holder of interests in a unit investment trust, a Fund would indirectly bear its ratable share of that unit investment trust’s expenses. At the same time, a Fund would continue to pay its own management and advisory fees and other expenses, as a result of which a Fund and its shareholders in effect would be absorbing levels of fees with respect to investments in such unit investment trusts.
Because linked securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured products may be structured as a class that is either subordinated or unsubordinated to the right of payment of another class. Subordinated linked securities typically have higher rates of return and present greater risks than unsubordinated structured products. Structured products sometimes are sold in private placement transactions and often have a limited trading market.
Investments in linked securities have the potential to lead to significant losses because of unexpected movements in the underlying financial asset, index, currency or other investment. The ability of a Fund to utilize linked securities successfully will depend on its ability correctly to predict pertinent market movements, which cannot be assured. Because currency-linked securities usually relate to foreign currencies, some of which may be currencies from emerging market countries, there are certain additional risks associated with such investments.
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Futures Contracts and Options on Futures Contracts
Futures Contracts. A futures contract sale creates an obligation by the seller to deliver the type of security or other asset called for in the contract at a specified delivery time for a stated price. A futures contract purchase creates an obligation by the purchaser to take delivery of the type of security or other asset called for in the contract at a specified delivery time for a stated price. The specific security or other asset delivered or taken at the settlement date is not determined until on or near that date. The determination is made in accordance with the rules of the exchange on which the futures contract was made. A Fund may enter into futures contracts which are traded on national or foreign futures exchanges and are standardized as to maturity date and underlying security or other asset. Futures exchanges and trading in the United States are regulated under the CEA by the CFTC, a U.S. Government agency. See CFTC Regulation below for information on CFTC regulation.
Traders in futures contracts may be broadly classified as either “hedgers” or “speculators.” Hedgers use the futures markets primarily to offset unfavorable changes (anticipated or potential) in the value of securities or other assets currently owned or expected to be acquired by them. Speculators less often own the securities or other assets underlying the futures contracts which they trade, and generally use futures contracts with the expectation of realizing profits from fluctuations in the value of the underlying securities or other assets.
Upon entering into futures contracts, in compliance with regulatory requirements, cash or liquid securities, at least equal in value to the amount of a Fund’s obligation under the contract (less any applicable margin deposits and any assets that constitute “cover” for such obligation), will be designated in a Fund’s books and records.
Unlike when a Fund purchases or sells a security, no price is paid or received by a Fund upon the purchase or sale of a futures contract, although a Fund is required to deposit with its custodian in a segregated account in the name of the futures broker an amount of cash and/or U.S. Government securities in order to initiate and maintain open positions in futures contracts. This amount is known as “initial margin.” The nature of initial margin in futures transactions is different from that of margin in security transactions, in that futures contract margin does not involve the borrowing of funds by a Fund to finance the transactions. Rather, initial margin is in the nature of a performance bond or good faith deposit intended to assure completion of the contract (delivery or acceptance of the underlying security or other asset) that is returned to a Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Minimum initial margin requirements are established by the relevant futures exchange and may be changed. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin which may range upward from less than 5% of the value of the contract being traded. Subsequent payments, called “variation margin,” to and from the broker (or the custodian) are made on a daily basis as the price of the underlying security or other asset fluctuates, a process known as “marking to market.” If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional variation margin will be required. Conversely, a change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made for as long as the contract remains open. A Fund expects to earn interest income on its margin deposits.
Although futures contracts by their terms call for actual delivery or acceptance of securities or other assets (stock index futures contracts or futures contracts that reference other intangible assets do not permit delivery of the referenced assets), the contracts usually are closed out before the settlement date without the making or taking of delivery. A Fund may elect to close some or all of its futures positions at any time prior to their expiration. The purpose of taking such action would be to reduce or eliminate the position then currently held by a Fund. Closing out an open futures position is done by taking an opposite position (“buying” a contract which has previously been “sold,” “selling” a contract previously “purchased”) in an identical contract ( i.e. , the same aggregate amount of the specific type of security or other asset with the same delivery date) to terminate the position. Final determinations are made as to whether the price of the initial sale of the futures contract exceeds or is below the price of the offsetting purchase, or whether the purchase price exceeds or is below the offsetting sale price. Final determinations of variation margin are then made, additional cash is required to be paid by or released to a Fund, and a Fund realizes a loss or a gain. Brokerage commissions are incurred when a futures contract is bought or sold.
Successful use of futures contracts by a Fund is subject to its portfolio manager’s ability to predict correctly movements in the direction of interest rates and other factors affecting securities and commodities markets. This requires different skills and techniques than those required to predict changes in the prices of individual securities. A Fund, therefore, bears the risk that future market trends will be incorrectly predicted.
The risk of loss in trading futures contracts in some strategies can be substantial, due both to the relatively low margin deposits required and the potential for an extremely high degree of leverage involved in futures contracts. As a result, a relatively small price movement in a futures contract may result in an immediate and substantial loss to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the
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futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount posted as initial margin for the contract.
In the event of adverse price movements, a Fund would continue to be required to make daily cash payments in order to maintain its required margin. In such a situation, if a Fund has insufficient cash, it may have to sell portfolio securities in order to meet daily margin requirements at a time when it may be disadvantageous to do so. The inability to close the futures position also could have an adverse impact on the ability to hedge effectively.
To reduce or eliminate a hedge position held by a Fund, a Fund may seek to close out a position. The ability to establish and close out positions will be subject to the development and maintenance of a liquid secondary market. It is not certain that this market will develop or continue to exist for a particular futures contract, which may limit a Fund’s ability to realize its profits or limit its losses. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain contracts; (ii) restrictions may be imposed by an exchange on opening transactions, closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of contracts, or underlying securities; (iv) unusual or unforeseen circumstances, such as volume in excess of trading or clearing capability, may interrupt normal operations on an exchange; (v) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of contracts (or a particular class or series of contracts), in which event the secondary market on that exchange (or in the class or series of contracts) would cease to exist, although outstanding contracts on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
Interest Rate Futures Contracts. Bond prices are established in both the cash market and the futures market. In the cash market, bonds are purchased and sold with payment for the full purchase price of the bond being made in cash, generally within five business days after the trade. In the futures market, a contract is made to purchase or sell a bond in the future for a set price on a certain date. Historically, the prices for bonds established in the futures markets have tended to move generally in the aggregate in concert with the cash market prices and have maintained fairly predictable relationships. Accordingly, a Fund may use interest rate futures contracts as a defense, or hedge, against anticipated interest rate changes. A Fund presently could accomplish a similar result to that which it hopes to achieve through the use of interest rate futures contracts by selling bonds with long maturities and investing in bonds with short maturities when interest rates are expected to increase, or conversely, selling bonds with short maturities and investing in bonds with long maturities when interest rates are expected to decline. However, because of the liquidity that is often available in the futures market, the protection is more likely to be achieved, perhaps at a lower cost and without changing the rate of interest being earned by a Fund, through using futures contracts.
Interest rate futures contracts are traded in an auction environment on the floors of several exchanges — principally, the Chicago Board of Trade, the Chicago Mercantile Exchange and the New York Futures Exchange. Each exchange guarantees performance under contract provisions through a clearing corporation, a nonprofit organization managed by the exchange membership. A public market exists in futures contracts covering various financial instruments including long-term U.S. Treasury Bonds and Notes; GNMA modified pass-through mortgage backed securities; three-month U.S. Treasury Bills; and ninety-day commercial paper. A Fund may also invest in exchange-traded Eurodollar contracts, which are interest rate futures on the forward level of LIBOR. These contracts are generally considered liquid securities and trade on the Chicago Mercantile Exchange. Such Eurodollar contracts are generally used to “lock-in” or hedge the future level of short-term rates. A Fund may trade in any interest rate futures contracts for which there exists a public market, including, without limitation, the foregoing instruments.
Index Futures Contracts. An index futures contract is a contract to buy or sell units of an index at a specified future date at a price agreed upon when the contract is made. Entering into a contract to buy units of an index is commonly referred to as buying or purchasing a contract or holding a long position in the index. Entering into a contract to sell units of an index is commonly referred to as selling a contract or holding a short position in the index. A unit is the current value of the index. A Fund may enter into stock index futures contracts, debt index futures contracts, or other index futures contracts appropriate to its objective(s).
Municipal Bond Index Futures Contracts. Municipal bond index futures contracts may act as a hedge against changes in market conditions. A municipal bond index assigns values daily to the municipal bonds included in the index based on the independent assessment of dealer-to-dealer municipal bond brokers. A municipal bond index futures contract represents a firm commitment by which two parties agree to take or make delivery of an amount equal to a specified dollar amount multiplied by the difference between the municipal bond index value on the last trading date of the contract and the price at which the futures contract is originally struck. No physical delivery of the underlying securities in the index is made.
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Commodity-Linked Futures Contracts. Commodity-linked futures contracts are traded on futures exchanges. These futures exchanges offer a central marketplace in which to transact in futures contracts, a clearing corporation to process trades, and standardization of expiration dates and contract sizes. Futures markets also specify the terms and conditions of delivery as well as the maximum permissible price movement during a trading session. Additionally, the commodity futures exchanges may have position limit rules that limit the amount of futures contracts that any one party may hold in a particular commodity at any point in time. These position limit rules are designed to prevent any one participant from controlling a significant portion of the market.
Commodity-linked futures contracts are generally based upon commodities within six main commodity groups: (1) energy, which includes, among others, crude oil, brent crude oil, gas oil, natural gas, gasoline and heating oil; (2) livestock, which includes, among others, feeder cattle, live cattle and hogs; (3) agriculture, which includes, among others, wheat (Kansas wheat and Chicago wheat), corn and soybeans; (4) industrial metals, which includes, among others, aluminum, copper, lead, nickel and zinc; (5) precious metals, which includes, among others, gold and silver; and (6) softs, which includes cotton, coffee, sugar and cocoa. A Fund may purchase commodity futures contracts, swaps on commodity futures contracts, options on futures contracts and options and futures on commodity indices with respect to these six main commodity groups and the individual commodities within each group, as well as other types of commodities.
The price of a commodity futures contract will reflect the storage costs of purchasing the physical commodity. These storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the physical commodity that are not obtained by the holder of a futures contract (this is sometimes referred to as the “convenience yield”). To the extent that these storage costs change for an underlying commodity while a Fund is long futures contracts on that commodity, the value of the futures contract may change proportionately.
In the commodity futures markets, if producers of the underlying commodity wish to hedge the price risk of selling the commodity, they will sell futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to take the corresponding long side of the same futures contract, the commodity producer must be willing to sell the futures contract at a price that is below the expected future spot price. Conversely, if the predominant hedgers in the futures market are the purchasers of the underlying commodity who purchase futures contracts to hedge against a rise in prices, then speculators will only take the short side of the futures contract if the futures price is greater than the expected future spot price of the commodity.
The changing nature of the hedgers and speculators in the commodity markets will influence whether futures contract prices are above or below the expected future spot price. This can have significant implications for a Fund when it is time to replace an existing contract with a new contract. If the nature of hedgers and speculators in futures markets has shifted such that commodity purchasers are the predominant hedgers in the market, a Fund might open the new futures position at a higher price or choose other related commodity-linked investments.
The values of commodities which underlie commodity futures contracts are subject to additional variables which may be less significant to the values of traditional securities such as stocks and bonds. Variables such as drought, floods, weather, livestock disease, embargoes and tariffs may have a larger impact on commodity prices and commodity-linked investments, including futures contracts, commodity-linked structured notes, commodity-linked options and commodity-linked swaps, than on traditional securities. These additional variables may create additional investment risks which subject a Fund’s commodity-linked investments to greater volatility than investments in traditional securities.
Options on Futures Contracts. A Fund may purchase and write call and put options on those futures contracts that it is permitted to buy or sell. A Fund may use such options on futures contracts in lieu of writing options directly on the underlying securities or other assets or purchasing and selling the underlying futures contracts. Such options generally operate in the same manner as options purchased or written directly on the underlying investments. A futures option gives the holder, in return for the premium paid, the right, but not the obligation, to buy from (call) or sell to (put) the writer of the option a futures contract at a specified price at any time during the period of the option. Upon exercise, the writer of the option is obligated to pay the difference between the cash value of the futures contract and the exercise price. Like the buyer or seller of a futures contract, the holder or writer of an option has the right to terminate its position prior to the scheduled expiration of the option by selling or purchasing an option of the same series, at which time the person entering into the closing purchase transaction will realize a gain or loss. There is no guarantee that such closing purchase transactions can be effected.
A Fund will enter into written options on futures contracts only when, in compliance with regulatory requirements, it has designated cash or liquid securities at least equal in value to the underlying security’s or other asset’s value (less any applicable margin deposits). A Fund will be required to deposit initial margin and maintenance margin with respect to put and call options on futures contracts written by it pursuant to brokers’ requirements similar to those described above.
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Options on Index Futures Contracts. A Fund may also purchase and sell options on index futures contracts. Options on index futures give the purchaser the right, in return for the premium paid, to assume a position in an index futures contract (a long position if the option is a call and a short position if the option is a put), at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the index futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the index future. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will be made entirely in cash equal to the difference between the exercise price of the option and the closing level of the index on which the future is based on the expiration date. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.
Use by Tax-Exempt Funds of Interest Rate and U.S. Treasury Security Futures Contracts and Options. If a Fund invests in tax-exempt securities, it may purchase and sell futures contracts and related options on interest rate and U.S. Treasury securities when, in the opinion of a Fund’s portfolio manager, price movements in these security futures and related options will correlate closely with price movements in the tax-exempt securities which are the subject of the hedge. Interest rate and U.S. Treasury securities futures contracts require the seller to deliver, or the purchaser to take delivery of, the type of security called for in the contract at a specified date and price. Options on interest rate and U.S. Treasury security futures contracts give the purchaser the right in return for the premium paid to assume a position in a futures contract at the specified option exercise price at any time during the period of the option.
Eurodollar and Yankee Dollar Futures Contracts and Options Thereon. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A Fund may use Eurodollar futures contracts and options thereon to hedge against changes in the LIBOR, to which many interest rate swaps and fixed income instruments are linked.
Options
Options on Stocks, Stock Indices and Other Indices. A Fund may purchase and write ( i.e. , sell) put and call options. Such options may relate to particular stocks or stock indices, and may or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation (OCC). Stock index options are put options and call options on various stock indices. In most respects, they are identical to listed options on common stocks.
There is a key difference between stock options and index options in connection with their exercise. In the case of stock options, the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising the index. The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with changes in the market value of the securities included in the index. For example, some stock index options are based on a broad market index, such as the S&P 500 ® Index or a narrower market index, such as the S&P 100 ® Index. Indices may also be based on an industry or market segment.
A Fund may, for the purpose of hedging its portfolio, subject to applicable securities regulations, purchase and write put and call options on foreign stock indices listed on foreign and domestic stock exchanges.
As an alternative to purchasing call and put options on index futures, a Fund may purchase call and put options on the underlying indices themselves. Such options could be used in a manner identical to the use of options on index futures. Options involving securities indices provide the holder with the right to make or receive a cash settlement upon exercise of the option based on movements in the relevant index. Such options must be listed on a national securities exchange and issued by the OCC. Such options may relate to particular securities or to various stock indices, except that a Fund may not write covered options on an index.
Writing Covered Options. A Fund may write covered call options and covered put options on securities held in its portfolio. Call options written by a Fund give the purchaser the right to buy the underlying securities from a Fund at the stated exercise price at any time prior to the expiration date of the option, regardless of the security’s market price; put options give the purchaser the right to sell the underlying securities to a Fund at the stated exercise price at any time prior to the expiration date of the option, regardless of the security’s market price.
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A Fund may write covered options, which means that, so long as a Fund is obligated as the writer of a call option, it will own the underlying securities subject to the option (or comparable securities satisfying the cover requirements of securities exchanges). In the case of put options, a Fund will hold liquid assets equal to the price to be paid if the option is exercised. In addition, a Fund will be considered to have covered a put or call option if and to the extent that it holds an option that offsets some or all of the risk of the option it has written. A Fund may write combinations of covered puts and calls (straddles) on the same underlying security.
A Fund will receive a premium from writing a put or call option, which increases a Fund’s return on the underlying security if the option expires unexercised or is closed out at a profit. The amount of the premium reflects, among other things, the relationship between the exercise price and the current market value of the underlying security, the volatility of the underlying security, the amount of time remaining until expiration, current interest rates, and the effect of supply and demand in the options market and in the market for the underlying security. By writing a call option, a Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option but continues to bear the risk of a decline in the value of the underlying security. By writing a put option, a Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than the security’s then-current market value, resulting in a potential capital loss unless the security subsequently appreciates in value.
A Fund’s obligation to sell an instrument subject to a call option written by it, or to purchase an instrument subject to a put option written by it, may be terminated prior to the expiration date of the option by a Fund’s execution of a closing purchase transaction, which is effected by purchasing on an exchange an offsetting option of the same series ( i.e. , same underlying instrument, exercise price and expiration date) as the option previously written. A closing purchase transaction will ordinarily be effected in order to realize a profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument or to permit the writing of a new option containing different terms on such underlying instrument. A Fund realizes a profit or loss from a closing purchase transaction if the cost of the transaction (option premium plus transaction costs) is less or more than the premium received from writing the option. Because increases in the market price of a call option generally reflect increases in the market price of the security underlying the option, any loss resulting from a closing purchase transaction may be offset in whole or in part by unrealized appreciation of the underlying security.
If a Fund writes a call option but does not own the underlying security, and when it writes a put option, a Fund may be required to deposit cash or securities with its broker as “margin” or collateral for its obligation to buy or sell the underlying security. As the value of the underlying security varies, a Fund may also have to deposit additional margin with the broker. Margin requirements are complex and are fixed by individual brokers, subject to minimum requirements currently imposed by the Federal Reserve Board and by stock exchanges and other self-regulatory organizations.
Purchasing Put Options. A Fund may purchase put options to protect its portfolio holdings in an underlying security against a decline in market value. Such hedge protection is provided during the life of the put option since a Fund, as holder of the put option, is able to sell the underlying security at the put exercise price regardless of any decline in the underlying security’s market price. For a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs. By using put options in this manner, a Fund will reduce any profit it might otherwise have realized from appreciation of the underlying security by the premium paid for the put option and by transaction costs.
Purchasing Call Options. A Fund may purchase call options, including call options to hedge against an increase in the price of securities that a Fund wants ultimately to buy. Such hedge protection is provided during the life of the call option since a Fund, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying security’s market price. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit a Fund might have realized had it bought the underlying security at the time it purchased the call option.
Over-the-Counter (OTC) Options. OTC options (options not traded on exchanges) are generally established through negotiation with the other party to the options contract. A Fund will enter into OTC options transactions only with primary dealers in U.S. Government securities and, in the case of OTC options written by a Fund, only pursuant to agreements that will assure that a Fund will at all times have the right to repurchase the option written by it from the dealer at a specified formula price. A Fund will treat the amount by which such formula price exceeds the amount, if any, by which the option may be “in-the-money” as an illiquid investment. It is the present policy of a Fund not to enter into any OTC option transaction if, as a result, more than 15% (10% in some cases; refer to your Fund’s prospectuses) of a Fund’s net assets would be invested in (i) illiquid investments (determined under the foregoing formula) relating to OTC options written by a Fund, (ii) OTC options purchased by a Fund, (iii) securities which are not readily marketable, and (iv) repurchase agreements maturing in more than seven days.
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Swap Agreements
General . Swap agreements are derivative instruments that can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Fund’s exposure to long- or short-term interest rates, foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. A Fund may enter into a variety of swap agreements, including interest rate, index, commodity, commodity futures, equity, equity index, credit default, bond futures, total return, currency exchange rate, and other types of swap agreements such as caps, collars and floors. A Fund also may enter into swaptions, which are options to enter into a swap agreement.
Swap agreements are usually entered into without an upfront payment because the value of each party’s position is the same. The market values of the underlying commitments will change over time, resulting in one of the commitments being worth more than the other and the net market value creating a risk exposure for one party or the other.
In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a “notional principal amount,” in return for payments equal to a fixed rate times the same amount, for a specified period of time. If a swap agreement provides for payments in different currencies, the parties might agree to exchange notional principal amounts as well. In a total return swap agreement, the non-floating rate side of the swap is based on the total return of an individual security, a basket of securities, an index or another reference asset. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. Caps and floors have an effect similar to buying or writing options. A collar combines elements of buying a cap and selling a floor. In interest rate collar transactions, one party sells a cap and purchases a floor, or vice versa, in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels or collar amounts.
Swap agreements will tend to shift a Fund’s investment exposure from one type of investment to another. For example, if a Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease a Fund’s exposure to long-term interest rates. Another example is if a Fund agreed to exchange payments in dollars for payments in foreign currency. In that case, the swap agreement would tend to decrease a Fund’s exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates.
Because swaps are two-party contracts that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. If a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses.
Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. When a counterparty’s obligations are not fully secured by collateral, then the Fund is essentially an unsecured creditor of the counterparty. If the counterparty defaults, the Fund will have contractual remedies, but there is no assurance that a counterparty will be able to meet its obligations pursuant to such contracts or that, in the event of default, the Fund will succeed in enforcing contractual remedies. Counterparty risk still exists even if a counterparty’s obligations are secured by collateral because the Fund’s interest in collateral may not be perfected or additional collateral may not be promptly posted as required. Counterparty risk also may be more pronounced if a counterparty’s obligations exceed the amount of collateral held by the Fund (if any), the Fund is unable to exercise its interest in collateral upon default by the counterparty, or the termination value of the instrument varies significantly from the marked-to-market value of the instrument.
Counterparty risk with respect to derivatives will be affected by new rules and regulations affecting the derivatives market. Some derivatives transactions are required to be centrally cleared, and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared position, rather than the credit risk of its original counterparty to the derivative transaction. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. A clearing member is obligated by contract and by applicable regulation to segregate all funds received from customers with respect to cleared derivatives transactions from the clearing member’s proprietary assets. However, all funds and other property received by a clearing broker from its customers are generally held by the clearing broker on a commingled basis in an omnibus account, and the clearing member may invest those funds in certain instruments permitted under the applicable regulations. The assets of a Fund might not be fully protected in the event of the bankruptcy of a Fund’s clearing member, because the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker’s customers for a
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relevant account class. Also, the clearing member is required to transfer to the clearing organization the amount of margin required by the clearing organization for cleared derivatives, which amounts are generally held in an omnibus account at the clearing organization for all customers of the clearing member. Regulations promulgated by the CFTC require that the clearing member notify the clearing house of the amount of initial margin provided by the clearing member to the clearing organization that is attributable to each customer. However, if the clearing member does not provide accurate reporting, the Funds are subject to the risk that a clearing organization will use a Fund’s assets held in an omnibus account at the clearing organization to satisfy payment obligations of a defaulting customer of the clearing member to the clearing organization. In addition, clearing members generally provide to the clearing organization the net amount of variation margin required for cleared swaps for all of its customers in the aggregate, rather than the gross amount of each customer. The Funds are therefore subject to the risk that a clearing organization will not make variation margin payments owed to a Fund if another customer of the clearing member has suffered a loss and is in default, and the risk that a Fund will be required to provide additional variation margin to the clearing house before the clearing house will move the Fund’s cleared derivatives transactions to another clearing member. In addition, if a clearing member does not comply with the applicable regulations or its agreement with the Funds, or in the event of fraud or misappropriation of customer assets by a clearing member, a Fund could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the clearing member.
Interest Rate Swaps. Interest rate swap agreements are often used to obtain or preserve a desired return or spread at a lower cost than through a direct investment in an instrument that yields the desired return or spread. They are financial instruments that involve the exchange of one type of interest rate cash flow for another type of interest rate cash flow on specified dates in the future. In a standard interest rate swap transaction, two parties agree to exchange their respective commitments to pay fixed or floating interest rates on a predetermined specified (notional) amount. The swap agreement’s notional amount is the predetermined basis for calculating the obligations that the swap counterparties have agreed to exchange. Under most swap agreements, the obligations of the parties are exchanged on a net basis. The two payment streams are netted out, with each party receiving or paying, as the case may be, only the net amount of the two payments. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, Treasury rates and foreign interest rates.
Credit Default Swap Agreements. A Fund may enter into credit default swap agreements, which may have as reference obligations one or more securities or a basket of securities that are or are not currently held by a Fund. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Fund may be either the buyer or seller in a credit default swap. If a Fund is a buyer and no credit event occurs, a Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.
Credit default swap agreements may involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to risks relating to the reference obligation, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements generally with counterparties that meet certain standards of creditworthiness. A buyer generally will lose its investment and recover nothing if no credit event occurs and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller.
A Fund’s obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund). For bilateral credit default swaps (CDS) where the Fund is the seller of protection, the Fund will cover the full notional amount of the swap minus any collateral on deposit. In connection with credit default swaps in which a Fund is the buyer, the Fund will segregate or designate cash or other liquid assets in accordance with its policies and procedures. Such segregation or designation will ensure that a Fund has assets available to satisfy its obligations with respect to the transaction. Such segregation or designation will not limit a Fund’s exposure to loss.
Equity Swaps. A Fund may engage in equity swaps. Equity swaps allow the parties to the swap agreement to exchange components of return on one equity investment ( e.g. , a basket of equity securities or an index) for a component of return on another non-equity or equity investment, including an exchange of differential rates of return. Equity swaps may be used to
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invest in a market without owning or taking physical custody of securities in circumstances where direct investment may be restricted for legal reasons or is otherwise impractical. Equity swaps also may be used for other purposes, such as hedging or seeking to increase total return.
Total Return Swap Agreements. Total return swap agreements are contracts in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to a Fund’s portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.
Total return swap agreements are subject to the risk that a counterparty will default on its payment obligations to a Fund thereunder, and conversely, that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will enter into total return swaps on a net basis ( i.e. , the two payment streams are netted against one another with a Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each total return swap will be accrued on a daily basis, and an amount of liquid assets having an aggregate net asset value at least equal to the accrued excess will be designated by a Fund in its books and records. If the total return swap transaction is entered into on other than a net basis, the full amount of a Fund’s obligations will be accrued on a daily basis, and the full amount of a Fund’s obligations will be designated by a Fund in an amount equal to or greater than the market value of the liabilities under the total return swap agreement or the amount it would have cost a Fund initially to make an equivalent direct investment, plus or minus any amount a Fund is obligated to pay or is to receive under the total return swap agreement.
Variance, Volatility and Correlation Swap Agreements. Variance and volatility swaps are contracts that provide exposure to increases or decreases in the volatility of certain referenced assets. Correlation swaps are contracts that provide exposure to increases or decreases in the correlation between the prices of different assets or different market rates.
Commodity-Linked Swaps. Commodity-linked swaps are two-party contracts in which the parties agree to exchange the return or interest rate on one instrument for the return of a particular commodity, commodity index or commodities futures or options contract. The payment streams are calculated by reference to an agreed upon notional amount. A one-period swap contract operates in a manner similar to a forward or futures contract because there is an agreement to swap a commodity for cash at only one forward date. A Fund may engage in swap transactions that have more than one period and therefore more than one exchange of commodities.
A Fund may invest in total return commodity swaps to gain exposure to the overall commodity markets. In a total return commodity swap, a Fund will receive the price appreciation of a commodity index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee. If the commodity swap is for one period, the Fund will pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is more than one period, with interim swap payments, the Fund will pay an adjustable or floating fee. With a “floating” rate, the fee is pegged to a base rate such as LIBOR, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, a Fund may be required to pay a higher fee at each swap reset date.
Cross Currency Swaps. Cross currency swaps are similar to interest rate swaps, except that they involve multiple currencies. A Fund may enter into a cross currency swap when it has exposure to one currency and desires exposure to a different currency. Typically, the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end of the contract. In addition to paying and receiving amounts at the beginning and termination of the agreements, both sides will have to pay in full periodically based upon the currency they have borrowed. Changes in foreign exchange currency rates and changes in interest rates, as described above, may negatively affect currency swaps.
Contracts for Differences. 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. Often, one or both baskets will be an established securities index. A 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. A Fund also may use actual long and short futures positions and achieve similar market exposure by netting the payment obligations of the two contracts. A Fund typically enters into contracts for differences (and analogous futures positions) when its portfolio manager believes that the basket of securities constituting the long position will outperform the basket constituting the short position. If the short basket outperforms the long basket, a 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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Swaptions. A swaption is an options contract on a swap agreement. These transactions give a party the right (but not the obligation) to enter into new swap agreements or to shorten, extend, cancel or otherwise modify an existing swap agreement (which are described herein) at some designated future time on specified terms, in return for payment of the purchase price (the “premium”) of the option. A Fund may write (sell) and purchase put and call swaptions to the same extent it may make use of standard options on securities or other instruments. The writer of the contract receives the premium and bears the risk of unfavorable changes in the market value on the underlying swap agreement. Swaptions can be bundled and sold as a package. These are commonly called interest rate caps, floors and collars (which are described herein).
Many swaps are complex and often valued subjectively. Many over-the-counter derivatives are complex and their valuation often requires modeling and judgment, which increases the risk of mispricing or incorrect valuation. The pricing models used may not produce valuations that are consistent with the values the Fund realizes when it closes or sells an over-the-counter derivative. Valuation risk is more pronounced when the Fund enters into over-the-counter derivatives with specialized terms because the market value of those derivatives in some cases is determined in part by reference to similar derivatives with more standardized terms. Incorrect valuations may result in increased cash payment requirements to counterparties, undercollateralization and/or errors in calculation of the Fund’s net asset value.
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) established a framework for the regulation of OTC swap markets; the framework outlined the joint responsibility of the CFTC and the SEC in regulating swaps. The CFTC is responsible for the regulation of swaps, the SEC is responsible for the regulation of security-based swaps and they are both jointly responsible for the regulation of mixed swaps.
Risk of Potential Governmental Regulation of Derivatives
It is possible that government regulation of various types of derivative instruments, including futures and swap agreements, may limit or prevent the Funds from using such instruments as a part of their investment strategy, and could ultimately prevent the Funds from being able to achieve their investment objectives. The effects of present or future legislation and regulation in this area are not known, but the effects could be substantial and adverse.
The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading.
The regulation of swaps and futures transactions in the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in a Fund or the ability of a Fund to continue to implement its investment strategies. In particular, the Dodd-Frank Act, which was signed into law in July 2010, has changed the way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a new legislative framework for OTC derivatives, such as swaps, in which the Funds may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market, grants significant new authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and will require clearing of many OTC derivatives transactions.
Recent U.S. and non-U.S. legislative and regulatory reforms, including those related to the Dodd-Frank Act, have resulted in, and may in the future result in, new regulation of derivative instruments and the Fund's use of such instruments. New regulations could, among other things, restrict the Fund's ability to engage in derivative transactions (for example, by making certain types of derivative instruments or transactions no longer available to the Fund) and/or increase the costs of such transactions, and the Fund may as a result be unable to execute its investment strategies in a manner the Investment Manager might otherwise choose.
Additional Risk Factors in Cleared Derivatives Transactions
Under recently adopted rules and regulations, transactions in some types of swaps (including interest rate swaps and credit default swaps on North American and European indices) are required to be centrally cleared. In a transaction involving those swaps (“cleared derivatives”), a Fund’s counterparty is a clearing house, rather than a bank or broker. Since the Funds are not members of clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Funds will hold cleared derivatives through accounts at clearing members. In a cleared derivatives transaction, the Funds will make payments (including margin payments) to and receive payments from a clearing house through their accounts at clearing members. Clearing members guarantee performance of their clients’ obligations to the clearing house.
In many ways, centrally cleared derivative arrangements are less favorable to open-end funds than bilateral arrangements. For example, the Funds may be required to provide greater amounts of margin for cleared derivatives positions than for bilateral derivatives transactions. Also, in contrast to a bilateral derivatives position, following a period of notice to a Fund, a clearing member generally can require termination of an existing cleared derivatives position at any time or increases in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have
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broad rights to increase margin requirements for existing positions or to terminate those positions at any time. Any increase in margin requirements or termination of existing cleared derivatives positions by the clearing member or the clearing house could interfere with the ability of a Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could also expose a Fund to greater credit risk to its clearing member, because margin for cleared derivatives transactions in excess of clearing house’s margin requirements typically is held by the clearing member. Also, a Fund is subject to risk if it enters into a derivatives transaction that is required to be cleared (or that the Investment Manager expects to be cleared), and no clearing member is willing or able to clear the transaction on the Fund’s behalf. While the documentation in place between the Funds and their clearing members generally provides that the clearing members will accept for clearing all transactions submitted for clearing that are within credit limits (specified in advance) for each Fund, the Funds are still subject to the risk that no clearing member will be willing or able to clear a transaction. In those cases, the position might have to be terminated, and the Fund could lose some or all of the benefit of the position, including loss of an increase in the value of the position and/or loss of hedging protection. In addition, the documentation governing the relationship between the Funds and clearing members is developed by the clearing members and generally is less favorable to the Funds than typical bilateral derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Funds in favor of the clearing member for losses the clearing member incurs as the Funds’ clearing member and typically does not provide the Funds any remedies if the clearing member defaults or becomes insolvent. While futures contracts entail similar risks, the risks likely are more pronounced for cleared swaps due to their more limited liquidity and market history.
Some types of cleared derivatives are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Funds. For example, swap execution facilities typically charge fees, and if a Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. Also, a Fund may indemnify a swap execution facility, or a broker intermediary who executes cleared derivatives on a swap execution facility on the Fund’s behalf, against any losses or costs that may be incurred as a result of the Fund’s transactions on the swap execution facility.
These and other new rules and regulations could, among other things, further restrict a Fund’s ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. These regulations are new and evolving, so their potential impact on the Funds and the financial system are not yet known. While the new regulations and the central clearing of some derivatives transactions are designed to reduce systemic risk ( i.e. , the risk that the interdependence of large derivatives dealers could cause a number of those dealers to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that the new clearing mechanisms will achieve that result, and in the meantime, as noted above, central clearing and related requirements expose the Funds to new kinds of risks and costs.
CFTC Regulation
Pursuant to Rule 4.5 under the Commodity Exchange Act (CEA), each of Alternative Beta Fund, MM Alternative Strategies Fund, MM Directional Alternative Strategies Fund, Adaptive Risk Allocation Fund and Diversified Absolute Return Fund do not qualify for an exclusion from the definition of a commodity pool. Accordingly, each of these Funds is registered as a "commodity pool" and the Investment Manager is registered as a "commodity pool operator" with respect to these Funds under the CEA.
Each of the other Funds listed on the cover of this SAI qualifies for an exclusion from the definition of a commodity pool under the CEA and has on file a notice of exclusion under CFTC Rule 4.5. Accordingly, the Investment Manager is not subject to registration or regulation as a “commodity pool operator” under the CEA with respect to these Funds, although the Investment Manager is a registered “commodity pool operator” and “commodity trading advisor”. To remain eligible for the exclusion, each of these Funds is limited in its ability to use certain financial instruments regulated under the CEA (“commodity interests”), including futures and options on futures and certain swaps transactions. In the event that a Fund’s investments in commodity interests are not within the thresholds set forth in the exclusion, one or more Funds not currently registered as a “commodity pool” may be required to register as such, which could increase Fund expenses, adversely affecting the Fund’s total return.
Dollar Rolls
Dollar rolls involve selling securities ( e.g. , mortgage-backed securities or U.S. Treasury securities) and simultaneously entering into a commitment to purchase those or similar securities on a specified future date and price from the same party. Mortgage dollar rolls and U.S. Treasury rolls are types of dollar rolls. A Fund foregoes principal and interest paid on the securities during the “roll” period. A Fund is compensated by the difference between the current sales price and the lower forward price for the
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future purchase of the securities, as well as the interest earned on the cash proceeds of the initial sale. The investor also could be compensated through the receipt of fee income equivalent to a lower forward price. Dollar roll transactions may result in higher transaction costs for a Fund.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with mortgage dollar rolls include: Counterparty Risk, Credit Risk and Interest Rate Risk.
Exchange-traded notes (ETNs)
ETNs are instruments that combine aspects of bonds and exchange-traded funds (ETFs) and are designed to provide investors with access to the returns, less investor fees and expenses, of various market benchmarks or strategies to which they are usually linked. When an investor buys an ETN, the issuer, typically an underwriting bank, promises to pay upon maturity the amount reflected in the benchmark or strategy (minus fees and expenses). Some ETNs make periodic coupon payments. Like ETFs, ETNs are traded on an exchange, but ETNs have additional risks compared to ETFs, including the risk that if the credit of the ETN issuer becomes suspect, the investment might lose some or all of its value. Though linked to the performance, for example, of a market benchmark, ETNs are not equities or index funds, but they do share several characteristics. Similar to equities, ETNs are traded on an exchange and can be sold short. Similar to index funds, ETNs may be linked to the return of a benchmark or strategy, but ETNs do not have an ownership interest in the instruments underlying the benchmark or strategy the ETN is tracking.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with exchange-traded notes include: Counterparty Risk, Credit Risk and Market Risk.
Foreign Currency Transactions
Because investments in foreign securities usually involve currencies of foreign countries and because a Fund may hold cash and cash equivalent investments in foreign currencies, the value of a Fund’s assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency exchange rates and exchange control regulations. Also, a Fund may incur costs in connection with conversions between various currencies. Currency exchange rates may fluctuate significantly over short periods of time, causing a Fund’s NAV to fluctuate. Currency exchange rates are generally determined by the forces of supply and demand in the foreign exchange markets, actual or anticipated changes in interest rates, and other complex factors. Currency exchange rates also can be affected by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments.
Spot Rates and Derivative Instruments . A Fund may conduct its foreign currency exchange transactions either at the spot (cash) rate prevailing in the foreign currency exchange market or by entering into forward foreign currency exchange contracts (forward contracts). (See Types of Investments – Derivatives .) These contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of such derivative instruments, a Fund could be disadvantaged by having to deal in the odd lot market for the underlying foreign currencies at prices that are less favorable than for round lots.
A Fund may enter into forward contracts for a variety of reasons, including for risk management (hedging) or for investment purposes.
When a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency or has been notified of a dividend or interest payment, it may desire to lock in the price of the security or the amount of the payment, usually in U.S. dollars, although it could desire to lock in the price of the security in another currency. By entering into a forward contract, a Fund would be able to protect itself against a possible loss resulting from an adverse change in the relationship between different currencies from the date the security is purchased or sold to the date on which payment is made or received or when the dividend or interest is actually received.
A Fund may enter into forward contracts when management of the Fund believes the currency of a particular foreign country may decline in value relative to another currency. When selling currencies forward in this fashion, a Fund may seek to hedge the value of foreign securities it holds against an adverse move in exchange rates. The precise matching of forward contract amounts and the value of securities involved generally will not be possible since the future value of securities in foreign currencies more than likely will change between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movements is extremely difficult and successful execution of a short-term hedging strategy is highly uncertain.
This method of protecting the value of a Fund’s securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange that can be achieved at some point in time. Although forward contracts can be used to minimize the risk of loss due to a decline in value of hedged currency, they will also limit any potential gain that might result should the value of such currency increase.
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A Fund may also enter into forward contracts when the Fund’s portfolio manager believes the currency of a particular country will increase in value relative to another currency. A Fund may buy currencies forward to gain exposure to a currency without incurring the additional costs of purchasing securities denominated in that currency.
For example, the combination of U.S. dollar-denominated instruments with long forward currency exchange contracts creates a position economically equivalent to a position in the foreign currency, in anticipation of an increase in the value of the foreign currency against the U.S. dollar. Conversely, the combination of U.S. dollar-denominated instruments with short forward currency exchange contracts is economically equivalent to borrowing the foreign currency for delivery at a specified date in the future, in anticipation of a decrease in the value of the foreign currency against the U.S. dollar.
Unanticipated changes in the currency exchange results could result in poorer performance for Funds that enter into these types of transactions.
A Fund may designate cash or securities in an amount equal to the value of the Fund’s total assets committed to consummating forward contracts entered into under the circumstance set forth above. If the value of the securities declines, additional cash or securities will be designated on a daily basis so that the value of the cash or securities will equal the amount of the Fund’s commitments on such contracts.
At maturity of a forward contract, a Fund may either deliver (if a contract to sell) or take delivery of (if a contract to buy) the foreign currency or terminate its contractual obligation by entering into an offsetting contract with the same currency trader, having the same maturity date, and covering the same amount of foreign currency.
If a Fund engages in an offsetting transaction, it will incur a gain or loss to the extent there has been movement in forward contract prices. If a Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to buy or sell the foreign currency.
Although a Fund values its assets each business day in terms of U.S. dollars, it may not intend to convert its foreign currencies into U.S. dollars on a daily basis. However, it will do so from time to time, and such conversions involve certain currency conversion costs. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (spread) between the prices at which they buy and sell various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should a Fund desire to resell that currency to the dealer.
It is possible, under certain circumstances, including entering into forward currency contracts for investment purposes, that a Fund will be required to limit or restructure its forward contract currency transactions to qualify as a “regulated investment company” under the Code.
Options on Foreign Currencies. A Fund may buy put and call options and write covered call and cash-secured put options on foreign currencies for hedging purposes and to gain exposure to foreign currencies. For example, a decline in the dollar value of a foreign currency in which securities are denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against the diminutions in the value of securities, a Fund may buy put options on the foreign currency. If the value of the currency does decline, a Fund would have the right to sell the currency for a fixed amount in dollars and would thereby offset, in whole or in part, the adverse effect on its portfolio that otherwise would have resulted.
Conversely, where a change in the dollar value of a currency would increase the cost of securities a Fund plans to buy, or where a Fund would benefit from increased exposure to the currency, a Fund may buy call options on the foreign currency, giving it the right to purchase the currency for a fixed amount in dollars. The purchase of the options could offset, at least partially, the changes in exchange rates.
As in the case of other types of options, however, the benefit to a Fund derived from purchases of foreign currency options would be reduced by the amount of the premium and related transaction costs. In addition, where currency exchange rates do not move in the direction or to the extent anticipated, a Fund could sustain losses on transactions in foreign currency options that would require it to forego a portion or all of the benefits of advantageous changes in rates.
A Fund may write options on foreign currencies for similar purposes. For example, when a Fund anticipates a decline in the dollar value of foreign-denominated securities due to adverse fluctuations in exchange rates, it could, instead of purchasing a put option, write a call option on the relevant currency, giving the option holder the right to purchase that currency from the Fund for a fixed amount in dollars. If the expected decline occurs, the option would most likely not be exercised and the diminution in value of securities would be offset, at least partially, by the amount of the premium received.
Similarly, instead of purchasing a call option when a foreign currency is expected to appreciate, a Fund could write a put option on the relevant currency, giving the option holder the right to that currency from the Fund for a fixed amount in dollars. If rates move in the manner projected, the put option would expire unexercised and allow the Fund to hedge increased cost up to the amount of the premium.
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As in the case of other types of options, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If this does not occur, the option may be exercised and the Fund would be required to buy or sell the underlying currency at a loss that may not be offset by the amount of the premium. Through the writing of options on foreign currencies, the Fund also may be required to forego all or a portion of the benefits that might otherwise have been obtained from favorable movements on exchange rates.
An option written on foreign currencies is covered if a Fund holds currency sufficient to cover the option or has an absolute and immediate right to acquire that currency without additional cash consideration upon conversion of assets denominated in that currency or exchange of other currency held in its portfolio. An option writer could lose amounts substantially in excess of its initial investments, due to the margin and collateral requirements associated with such positions.
Options on foreign currencies are traded through financial institutions acting as market-makers, although foreign currency options also are traded on certain national securities exchanges, such as the Philadelphia Stock Exchange and the Chicago Board Options Exchange, subject to SEC regulation. In an over-the-counter trading environment, many of the protections afforded to exchange participants will not be available. For example, there are no daily price fluctuation limits, and adverse market movements could therefore continue to an unlimited extent over a period of time. Although the purchaser of an option cannot lose more than the amount of the premium plus related transaction costs, this entire amount could be lost.
Foreign currency option positions entered into on a national securities exchange are cleared and guaranteed by the OCC, thereby reducing the risk of counterparty default. Further, a liquid secondary market in options traded on a national securities exchange may be more readily available than in the over-the-counter market, potentially permitting a Fund to liquidate open positions at a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements.
Foreign Currency Futures and Related Options. A Fund may enter into currency futures contracts to buy or sell currencies. It also may buy put and call options and write covered call and cash-secured put options on currency futures. Currency futures contracts are similar to currency forward contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures call for payment of delivery in U.S. dollars. A Fund may use currency futures for the same purposes as currency forward contracts, subject to CFTC limitations.
Currency futures and options on futures values can be expected to correlate with exchange rates, but will not reflect other factors that may affect the value of the Fund’s investments. A currency hedge, for example, should protect a Yen-denominated bond against a decline in the Yen, but will not protect a Fund against price decline if the issuer’s creditworthiness deteriorates. Because the value of a Fund’s investments denominated in foreign currency will change in response to many factors other than exchange rates, it may not be possible to match the amount of a forward contract to the value of a Fund’s investments denominated in that currency over time.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with foreign currency transactions include: Foreign Currency Risk, Derivatives Risk, Interest Rate Risk, and Liquidity Risk.
Foreign Securities
Unless otherwise stated in a Fund’s prospectus, stocks, bonds and other securities or investments are deemed to be “foreign” based primarily on the issuer’s place of organization/incorporation, but the Fund may also consider the issuer’s domicile, its principal place of business, its primary stock exchange listing, the source of its revenue or other factors. A Fund’s investments in foreign markets, may include issuers in emerging markets, as well as frontier markets, each of which carry heightened risks as compared with investments in other typical foreign markets. Unless otherwise stated in a Fund’s prospectus, emerging market countries are generally those either defined by World Bank-defined per capita income brackets or determined to be an emerging market based on the Fund portfolio manager’s qualitative judgments about a country’s level of economic and institutional development, among other factors. Frontier market countries generally have smaller economies and even less developed capital markets than typical emerging market countries (which themselves have increased investment risk relative to investing in more developed markets) and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. Foreign securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Types of Investments — Variable- and Floating-Rate Obligations, — Debt Obligations - Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and — Private Placement and Other Restricted Securities for more information.
Due to the potential for foreign withholding taxes, MSCI publishes two versions of its indices reflecting the reinvestment of dividends using two different methodologies: gross dividends and net dividends. While both versions reflect reinvested dividends, they differ with respect to the manner in which taxes associated with dividend payments are treated. In calculating the net dividends version, MSCI incorporates reinvested dividends applying the withholding tax rate applicable to foreign non-resident institutional investors that do not benefit from double taxation treaties. The Investment Manager believes that the net dividends version of MSCI indices better reflects the returns U.S. investors might expect were they to invest directly in the component securities of an MSCI index.
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There is a practice in certain foreign markets under which an issuer’s securities are blocked from trading at the custodian or sub-custodian level for a specified number of days before and, in certain instances, after a shareholder meeting where such shares are voted. This is referred to as “share blocking.” The blocking period can last up to several weeks. Share blocking may prevent a Fund from buying or selling securities during this period, because during the time shares are blocked, trades in such securities will not settle. It may be difficult or impossible to lift blocking restrictions, with the particular requirements varying widely by country. As a consequence of these restrictions, the Investment Manager, on behalf of a Fund, may abstain from voting proxies in markets that require share blocking.
Foreign securities may include depositary receipts, such as American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). ADRs are U.S. dollar-denominated receipts issued in registered form by a domestic bank or trust company that evidence ownership of underlying securities issued by a foreign issuer. EDRs are foreign currency-denominated receipts issued in Europe, typically by foreign banks or trust companies and foreign branches of domestic banks, that evidence ownership of foreign or domestic securities. GDRs are receipts structured similarly to ADRs and EDRs and are marketed globally. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. In general, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designed for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Fund may invest in depositary receipts through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute interest holder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities. The issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States, and, therefore, there may be limited information available regarding such issuers and/or limited correlation between available information and the market value of the depositary receipts.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with foreign securities include: Emerging Markets Securities Risk, Foreign Currency Risk, Foreign Securities Risk, Frontier Market Risk, Geographic Focus Risk, Issuer Risk and Market Risk.
Guaranteed Investment Contracts (Funding Agreements)
Guaranteed investment contracts, or funding agreements, are short-term, privately placed debt instruments issued by insurance companies. Pursuant to such contracts, a Fund may make cash contributions to a deposit fund of the insurance company’s general account. The insurance company then credits to a Fund payments at negotiated, floating or fixed interest rates. A Fund will purchase guaranteed investment contracts only from issuers that, at the time of purchase, meet certain credit and quality standards. In general, guaranteed investment contracts are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market does not exist for these investments. In addition, the issuer may not be able to pay the principal amount to a Fund on seven days’ notice or less, at which time the investment may be considered illiquid under applicable SEC regulatory guidance and subject to certain restrictions. See Types of Investments – Illiquid Securities .
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with guaranteed investment contracts (funding agreements) include: Credit Risk and Liquidity Risk.
High-Yield Securities
High-yield, or low and below investment grade securities (below investment grade securities are also known as “junk bonds”) are debt securities with the lowest investment grade rating ( e.g. , BBB by S&P and Fitch or Baa by Moody’s), that are below investment grade ( e.g. , lower than BBB by S&P and Fitch or Baa by Moody’s) or that are unrated but determined by a Fund’s portfolio manager to be of comparable quality. These types of securities may be issued to fund corporate transactions or restructurings, such as leveraged buyouts, mergers, acquisitions, debt reclassifications or similar events, are more speculative in nature than securities with higher ratings and tend to be more sensitive to credit risk, particularly during a downturn in the economy. These types of securities generally are issued by unseasoned companies without long track records of sales and earnings, or by companies or municipalities that have questionable credit strength. High-yield securities and comparable unrated securities: (i) likely will have some quality and protective characteristics that, in the judgment of one or more NRSROs, are outweighed by large uncertainties or major risk exposures to adverse conditions; (ii) are speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation; and (iii) may have a less liquid secondary market, potentially making it difficult to value or sell such securities. Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market value risk of lower-quality securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of
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the issuer that affect the market value of the securities. Consequently, credit ratings are used only as a preliminary indicator of investment quality. High-yield securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Types of Investments – Variable- and Floating-Rate Obligations, – Debt Obligations – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and – Private Placement and Other Restricted Securities for more information.
The rates of return on these types of securities generally are higher than the rates of return available on more highly rated securities, but generally involve greater volatility of price and risk of loss of principal and income, including the possibility of default by or insolvency of the issuers of such securities. Accordingly, a Fund may be more dependent on the Investment Manager’s (or, if applicable, a subadviser’s) credit analysis with respect to these types of securities than is the case for more highly rated securities.
The market values of certain high-yield securities and comparable unrated securities tend to be more sensitive to individual corporate developments and changes in economic conditions than are the market values of more highly rated securities. In addition, issuers of high-yield and comparable unrated securities often are highly leveraged and may not have more traditional methods of financing available to them, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired.
The risk of loss due to default is greater for high-yield and comparable unrated securities than it is for higher rated securities because high-yield securities and comparable unrated securities generally are unsecured and frequently are subordinated to more senior indebtedness. A Fund may incur additional expenses to the extent that it is required to seek recovery upon a default in the payment of principal or interest on its holdings of such securities. The existence of limited markets for lower-rated debt securities may diminish a Fund’s ability to: (i) obtain accurate market quotations for purposes of valuing such securities and calculating portfolio net asset value; and (ii) sell the securities at fair market value either to meet redemption requests or to respond to changes in the economy or in financial markets.
Many lower-rated securities are not registered for offer and sale to the public under the 1933 Act. Investments in these restricted securities may be determined to be liquid (able to be sold within seven days at approximately the price at which they are valued by a Fund) pursuant to policies approved by the Fund’s Trustees. Investments in illiquid securities, including restricted securities that have not been determined to be liquid, may not exceed 15% of a Fund’s net assets. A Fund is not otherwise subject to any limitation on its ability to invest in restricted securities. Restricted securities may be less liquid than other lower-rated securities, potentially making it difficult to value or sell such securities.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with high-yield securities include: Credit Risk, Interest Rate Risk, High-Yield Securities Risk and Prepayment and Extension Risk.
Illiquid Securities
Illiquid securities are defined by a Fund consistent with the SEC staff’s current guidance and interpretations which provide that an illiquid security is an asset which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which a Fund has valued the investment on its books. Some securities, such as those not registered under U.S. securities laws, cannot be sold in public transactions. Some securities are deemed to be illiquid because they are subject to contractual or legal restrictions on resale. Subject to its investment policies, a Fund may invest in illiquid investments and may invest in certain restricted securities that are deemed to be illiquid securities at the time of purchase.
In October 2016, the SEC adopted a new rule relating to the management of liquidity risk by certain investment companies registered under the 1940 Act, such as the Funds. The new rule may impact the Funds' performance and ability to achieve their respective investment objectives. The Investment Manager continues to evaluate the potential impact of this new rule, which has a compliance date of December 1, 2018 as it relates to the Funds.
Although one or more of the other risks described in this SAI may also apply, the risk typically associated with illiquid securities include: Liquidity Risk.
Inflation-Protected Securities
Inflation is a general rise in prices of goods and services. Inflation erodes the purchasing power of an investor’s assets. For example, if an investment provides a total return of 7% in a given year and inflation is 3% during that period, the inflation-adjusted, or real, return is 4%. Inflation-protected securities are debt securities whose principal and/or interest payments are adjusted for inflation, unlike debt securities that make fixed principal and interest payments. One type of inflation-protected debt security is issued by the U.S. Treasury. The principal of these securities is adjusted for inflation as indicated by the Consumer Price Index (CPI) for urban consumers and interest is paid on the adjusted amount. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.
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If the CPI falls, the principal value of inflation-protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Conversely, if the CPI rises, the principal value of inflation-protected securities will be adjusted upward, and consequently the interest payable on these securities will be increased. Repayment of the original bond principal upon maturity is guaranteed in the case of U.S. Treasury inflation-protected securities, even during a period of deflation. However, the current market value of the inflation-protected securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
Other issuers of inflation-protected debt securities include other U.S. government agencies or instrumentalities, corporations and foreign governments. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.
Any increase in principal for an inflation-protected security resulting from inflation adjustments is considered by IRS regulations to be taxable income in the year it occurs. For direct holders of an inflation-protected security, this means that taxes must be paid on principal adjustments even though these amounts are not received until the bond matures. Similarly, a Fund treated as a regulated investment company (RIC) under the Code that holds these securities distributes both interest income and the income attributable to principal adjustments in the form of cash or reinvested shares, which are taxable to shareholders.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with inflation-protected securities include: Inflation-Protected Securities Risk, Interest Rate Risk and Market Risk. In addition, inflation-protected securities issued by non-U.S. government agencies or instrumentalities are subject to Credit Risk.
Initial Public Offerings
A Fund may invest in initial public offerings (IPOs) of common stock or other primary or secondary syndicated offerings of equity or debt securities issued by a corporate issuer. Fixed income funds frequently invest in these types of offerings of debt securities. A purchase of IPO securities often involves higher transaction costs than those associated with the purchase of securities already traded on exchanges or markets. A Fund may hold IPO securities for a period of time, or may sell them soon after the purchase. Investments in IPOs could have a magnified impact — either positive or negative — on a Fund’s performance while the Fund’s assets are relatively small. The impact of an IPO on a Fund’s performance may tend to diminish as the Fund’s assets grow. In circumstances when investments in IPOs make a significant contribution to a Fund’s performance, there can be no assurance that similar contributions from IPOs will continue in the future.
Although one or more risks described in this SAI may also apply, the risks typically associated with IPOs include: IPO Risk, Issuer Risk, Liquidity Risk, Market Risk and Small Company Securities Risk.
Inverse Floaters
See Types of Investments – Derivatives – Indexed or Linked Securities (Structured Products) above.
Investments in Other Investment Companies (Including ETFs)
Investing in other investment companies may be a means by which a Fund seeks to achieve its investment objective. A Fund may invest in securities issued by other investment companies within the limits prescribed by the 1940 Act, the rules and regulations thereunder and any exemptive relief currently or in the future available to a Fund. These securities include shares of other affiliated or unaffiliated open-end investment companies ( i.e. , mutual funds), closed-end funds, exchange-traded funds (ETFs), UCITS funds (pooled investment vehicles established in accordance with the Undertaking for Collective Investment in Transferable Securities adopted by European Union member states) and business development companies.
Except with respect to funds structured as funds-of-funds or so-called master/feeder funds or other funds whose strategies otherwise allow such investments, the 1940 Act generally requires that a fund limit its investments in another investment company or series thereof so that, as determined at the time a securities purchase is made: (i) no more than 5% of the value of its total assets will be invested in the securities of any one investment company; (ii) no more than 10% of the value of its total assets will be invested in the aggregate in securities of other investment companies; and (iii) no more than 3% of the outstanding voting stock of any one investment company or series thereof will be owned by a fund or by companies controlled by a fund. Such other investment companies may include ETFs, which are shares of publicly traded unit investment trusts, open-end funds or depositary receipts that may be passively managed (e.g., they seek to track the performance of specific indexes or companies in related industries) or they may be actively managed. The SEC has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by certain other registered investment companies in excess of these limits.
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ETFs are listed on an exchange and trade in the secondary market on a per-share basis, which allows investors to purchase and sell ETF shares at their market price throughout the day. Certain ETFs, such as passively managed ETFs, hold portfolios of securities that are designed to replicate, as closely as possible before expenses, the price and yield of a specified market index. The performance results of these ETFs will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers borne by ETFs. ETF shares are sold and redeemed at net asset value only in large blocks called creation units. The Funds’ ability to redeem creation units may be limited by the 1940 Act, which provides that ETFs will not be obligated to redeem shares held by the Funds in an amount exceeding one percent of their total outstanding securities during any period of less than 30 days.
Although a Fund may derive certain advantages from being able to invest in shares of other investment companies, such as to be fully invested, there may be potential disadvantages. Investing in other investment companies may result in higher fees and expenses for a Fund and its shareholders. A shareholder may be charged fees not only on Fund shares held directly but also on the investment company shares that a Fund purchases. Because these investment companies may invest in other securities, they are also subject to the risks associated with a variety of investment instruments as described in this SAI.
Under the 1940 Act and rules and regulations thereunder, a Fund may purchase shares of affiliated funds, subject to certain conditions. Investing in affiliated funds may present certain actual or potential conflicts of interest. For more information about such actual and potential conflicts of interest, see Investment Management and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest .
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with the securities of other investment companies include: Exchange-Traded Fund (ETF) Risk, Investing in Other Funds Risk, Issuer Risk and Market Risk.
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Listed Private Equity Funds
A Fund may invest directly in listed private equity funds, which may include, among others, business development companies, investment holding companies, publicly traded limited partnership interests (common units), publicly traded venture capital funds, publicly traded venture capital trusts, publicly traded private equity funds, publicly traded private equity investment trusts, publicly traded closed-end funds, publicly traded financial institutions that lend to or invest in privately held companies and any other publicly traded vehicle whose purpose is to invest in privately held companies.
A Fund may invest in listed private equity funds that hold investments in a wide array of businesses and industries at various stages of development, from early stage to later stage to fully mature businesses. A Fund may invest in listed private equity funds that emphasize making equity and equity-like (preferred stock, convertible stock and warrants) investments in later stage to mature businesses, or may invest in listed private equity funds making debt investments or investments in companies at other stages of development. In addition, a Fund may invest in the common stock of closed-end management investment companies, including business development companies that invest in securities of listed private equity companies.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with investment in listed private equity funds include: Credit Risk, Liquidity Risk, Market Risk, Sector Risk, and Valuation Risk.
Money Market Instruments
Money market instruments include cash equivalents and short-term debt obligations which include: (i) bank obligations, including certificates of deposit (CDs), time deposits and bankers’ acceptances, and letters of credit of banks or savings and loan associations having capital surplus and undivided profits (as of the date of its most recently published annual financial statements) in excess of $100 million (or the equivalent in the instance of a foreign branch of a U.S. bank) at the date of investment; (ii) funding agreements; (iii) repurchase agreements; (iv) obligations of the United States, foreign countries and supranational entities, and each of their subdivisions, agencies and instrumentalities; (v) certain corporate debt securities, such as commercial paper, short-term corporate obligations and extendible commercial notes; (vi) participation interests; and (vii) municipal securities. Money market instruments may be structured as fixed-, variable- or floating-rate obligations and may be privately placed or publicly offered. A Fund may also invest in affiliated and unaffiliated money market mutual funds, which invest primarily in money market instruments. See Types of Investments — Variable- and Floating-Rate Obligations and — Private Placement and Other Restricted Securities for more information.
With respect to money market securities, certain U.S. Government obligations are backed or insured by the U.S. Government, its agencies or its instrumentalities. Other money market securities are backed only by the claims paying ability or creditworthiness of the issuer.
Bankers’ acceptances are marketable short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed “accepted” when a bank unconditionally guarantees their payment at maturity.
A Fund may invest its daily cash balance in Columbia Short-Term Cash Fund, a money market fund established for the exclusive use of the funds in the Columbia Fund Complex and other institutional clients of the Investment Manager.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with money market instruments include: Credit Risk, Inflation Risk, Interest Rate Risk, Issuer Risk and Money Market Fund Risk.
Mortgage-Backed Securities
Mortgage-backed securities are a type of asset-backed security that represent interests in, or debt instruments backed by, pools of underlying mortgages. In some cases, these underlying mortgages may be insured or guaranteed by the U.S. Government or its agencies. Mortgage-backed securities entitle the security holders to receive distributions that are tied to the payments made on the underlying mortgage collateral (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying mortgage collateral effectively pass through to such security holders. Mortgage-backed securities are created when mortgage originators (or mortgage loan sellers who have purchased mortgage loans from mortgage loan originators) sell the underlying mortgages to a special purpose entity in a process called a securitization. The special purpose entity issues securities that are backed by the payments on the underlying mortgage loans, and have a minimum denomination and specific term. Mortgage-backed securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Types of Investments — Variable- and Floating-Rate Obligations, — Debt Obligations - Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and — Private Placement and Other Restricted Securities for more information.
Mortgage-backed securities may be issued or guaranteed by GNMA (also known as Ginnie Mae), FNMA (also known as Fannie Mae), or FHLMC (also known as Freddie Mac), but also may be issued or guaranteed by other issuers, including private companies. GNMA is a government-owned corporation that is an agency of the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities. Until recently, FNMA and FHLMC were government-sponsored corporations
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owned entirely by private stockholders. Both issue mortgage-related securities that contain guarantees as to timely payment of interest and principal but that are not backed by the full faith and credit of the U.S. Government. The value of the companies’ securities fell sharply in 2008 due to concerns that the firms did not have sufficient capital to offset losses. The U.S. Treasury has historically had the authority to purchase obligations of Fannie Mae and Freddie Mac. In addition, in 2008, due to capitalization concerns, Congress provided the U.S. Treasury with additional authority to lend Fannie Mae and Freddie Mac emergency funds and to purchase the companies’ stock, as described below. In September 2008, the U.S. Treasury and the Federal Housing Finance Agency (FHFA) announced that Fannie Mae and Freddie Mac had been placed in conservatorship.
In the past Fannie Mae and Freddie Mac have received significant capital support through U.S. Treasury preferred stock purchases and Federal Reserve purchases of their mortgage-backed securities. There can be no assurance that these or other agencies of the government will provide such support in the future. The future status of Fannie Mae or Freddie Mac could be impacted by, among other things, the actions taken and restrictions placed on Fannie Mae or Freddie Mac by the FHFA in its role as conservator, the restrictions placed on Fannie Mae’s or Freddie Mac’s operations and activities under the senior stock purchase agreements, market responses to developments at Fannie Mae or Freddie Mac, and future legislative and regulatory action that alters the operations, ownership structure and/or mission of Fannie Mae or Freddie Mac, each of which may, in turn, impact the value of, and cash flows on, any securities guaranteed by Fannie Mae and Freddie Mac.
Stripped mortgage-backed securities are a type of mortgage-backed security that receives differing proportions of the interest and principal payments from the underlying assets. Generally, there are two classes of stripped mortgage-backed securities: Interest Only (IO) and Principal Only (PO). IOs entitle the holder to receive distributions consisting of all or a portion of the interest on the underlying pool of mortgage loans or mortgage-backed securities. POs entitle the holder to receive distributions consisting of all or a portion of the principal of the underlying pool of mortgage loans or mortgage-backed securities. See Types of Investments — Debt Obligations - Stripped Securities for more information.
Collateralized Mortgage Obligations (CMOs) are hybrid mortgage-related instruments issued by special purpose entities secured by pools of mortgage loans or other mortgage-related securities, such as mortgage pass-through securities or stripped mortgage-backed securities. CMOs may be structured into multiple classes, often referred to as “tranches,” with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including prepayments. Principal prepayments on collateral underlying a CMO may cause it to be retired substantially earlier than its stated maturity or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. The yield characteristics of mortgage-backed securities differ from those of other debt securities. Among the differences are that interest and principal payments are made more frequently on mortgage-backed securities, usually monthly, and principal may be repaid at any time. These factors may reduce the expected yield. Interest is paid or accrues on all classes of the CMOs on a periodic basis. The principal and interest payments on the underlying mortgage assets may be allocated among the various classes of CMOs in several ways. Typically, payments of principal, including any prepayments, on the underlying mortgage assets are applied to the classes in the order of their respective stated maturities or final distribution dates, so that no payment of principal is made on CMOs of a class until all CMOs of other classes having earlier stated maturities or final distribution dates have been paid in full.
Commercial mortgage-backed securities (CMBS) are a specific type of mortgage-backed security collateralized by a pool of mortgages on commercial real estate.
CMO residuals are mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing. The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses and any management fee of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the pre-payment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to pre-payments on the related underlying mortgage assets, in the same manner as an interest-only (“IO”) class of stripped mortgage-backed securities. In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances an ETF may fail to recoup fully its initial investment in a CMO residual. CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may, or pursuant to an exemption therefrom, may not have been registered under the 1933 Act. CMO residuals, whether or not registered under the 1933 Act, may be subject to certain restrictions on transferability, and may be deemed “illiquid” and subject to a Fund’s limitations on investment in illiquid securities.
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Mortgage pass-through securities are interests in pools of mortgage-related securities that differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities (such as securities issued by the GNMA) are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.
REMICs are entities that own mortgages and elect REMIC status under the Code and, like CMOs, issue debt obligations collateralized by underlying mortgage assets that have characteristics similar to those issued by CMOs.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with mortgage- and asset-backed securities include: Credit Risk, Interest Rate Risk, Issuer Risk, Liquidity Risk, Mortgage- and Other Asset-Backed Securities Risk, Prepayment and Extension Risk and Reinvestment Risk.
Municipal Securities
Municipal securities include debt obligations issued by governmental entities, including states, political subdivisions, agencies, instrumentalities, and authorities, as well as U.S. territories, commonwealths and possessions (such as Guam, Puerto Rico and the U.S. Virgin Islands) and their political subdivisions, agencies, instrumentalities, and authorities, to obtain funds for various public purposes, including the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses, and the extension of loans to public institutions and facilities.
Municipal securities may include municipal bonds, municipal notes and municipal leases, which are described below. Municipal bonds are debt obligations of a governmental entity that obligate the municipality to pay the holder a specified sum of money at specified intervals and to repay the principal amount of the loan at maturity. Municipal securities can be classified into two principal categories, including “general obligation” bonds and other securities and “revenue” bonds and other securities. General obligation bonds are secured by the issuer’s full faith, credit and taxing power for the payment of principal and interest. Revenue securities are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source, such as the user of the facility being financed. Municipal securities also may include “moral obligation” securities, which normally are issued by special purpose public authorities. If the issuer of moral obligation securities is unable to meet its debt service obligations from current revenues, it may draw on a reserve fund, the restoration of which is a moral commitment but not a legal obligation of the governmental entity that created the special purpose public authority. Municipal securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Types of Investments – Variable- and Floating-Rate Obligations, – Debt Obligations – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and – Private Placement and Other Restricted Securities for more information.
Municipal notes may be issued by governmental entities and other tax-exempt issuers in order to finance short-term cash needs or, occasionally, to finance construction. Most municipal notes are general obligations of the issuing entity payable from taxes or designated revenues expected to be received within the relevant fiscal period. Municipal notes generally have maturities of one year or less. Municipal notes can be subdivided into two sub-categories: (i) municipal commercial paper and (ii) municipal demand obligations.
Municipal commercial paper typically consists of very short-term unsecured negotiable promissory notes that are sold, for example, to meet seasonal working capital or interim construction financing needs of a governmental entity or agency. While these obligations are intended to be paid from general revenues or refinanced with long-term debt, they frequently are backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or institutions. See Types of Investments – Commercial Paper for more information.
Municipal demand obligations can be subdivided into two general types: variable rate demand notes and master demand obligations. Variable rate demand notes are tax-exempt municipal obligations or participation interests that provide for a periodic adjustment in the interest rate paid on the notes. They permit the holder to demand payment of the notes, or to demand purchase of the notes at a purchase price equal to the unpaid principal balance, plus accrued interest either directly by the issuer or by drawing on a bank letter of credit or guaranty issued with respect to such note. The issuer of the municipal obligation may have a corresponding right to prepay at its discretion the outstanding principal of the note plus accrued interest upon notice comparable to that required for the holder to demand payment. The variable rate demand notes in which a Fund may invest are payable, or are subject to purchase, on demand, usually on notice of seven calendar days or less. The terms of the notes generally provide that interest rates are adjustable at intervals ranging from daily to six months.
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Master demand obligations are tax-exempt municipal obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed. The interest on such obligations is, in the opinion of counsel for the borrower, excluded from gross income for U.S. federal income tax purposes (but not necessarily for alternative minimum tax purposes). Although there is no secondary market for master demand obligations, such obligations are considered by a Fund to be liquid because they are payable upon demand.
Municipal lease obligations are participations in privately arranged loans to state or local government borrowers and may take the form of a lease, an installment purchase, or a conditional sales contract. They are issued by state and local governments and authorities to acquire land, equipment, and facilities. An investor may purchase these obligations directly, or it may purchase participation interests in such obligations. In general, municipal lease obligations are unrated, in which case they will be determined by a Fund’s portfolio manager to be of comparable quality at the time of purchase to rated instruments that may be acquired by a Fund. Frequently, privately arranged loans have variable interest rates and may be backed by a bank letter of credit. In other cases, they may be unsecured or may be secured by assets not easily liquidated.
Moreover, such loans in most cases are not backed by the taxing authority of the issuers and may have limited marketability or may be marketable only by virtue of a provision requiring repayment following demand by the lender.
Municipal leases may be subject to greater risks than general obligation or revenue bonds. State constitutions and statutes set forth requirements that states or municipalities must meet in order to issue municipal obligations. Municipal leases may contain a covenant by the state or municipality to budget for and make payments due under the obligation. Certain municipal leases may, however, provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year.
Although lease obligations do not constitute general obligations of the municipal issuer to which the government’s taxing power is pledged, a lease obligation ordinarily is backed by the government’s covenant to budget for, appropriate, and make the payments due under the lease obligation. However, certain lease obligations contain “non-appropriation” clauses that provide that the government has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a periodic basis. In the case of a “non-appropriation” lease, a Fund’s ability to recover under the lease in the event of non-appropriation or default likely will be limited to the repossession of the leased property in the event that foreclosure proves difficult.
Tender option bonds are municipal securities having relatively long maturities and bearing interest at a fixed interest rate substantially higher than prevailing short-term tax-exempt rates that is coupled with the agreement of a third party, such as a bank, broker-dealer or other financial institution, to grant the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. The financial institution receives periodic fees equal to the difference between the municipal security’s coupon rate and the rate that would cause the security to trade at face value on the date of determination.
There are variations in the quality of municipal securities, both within a particular classification and between classifications, and the rates of return on municipal securities can depend on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating of the issue. The ratings of NRSROs represent their opinions as to the quality of municipal securities. It should be emphasized, however, that these ratings are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate, and rating may have different rates of return while municipal securities of the same maturity and interest rate with different ratings may have the same rate of return. The municipal bond market is characterized by a large number of different issuers, many having smaller sized bond issues, and a wide choice of different maturities within each issue. For these reasons, most municipal bonds do not trade on a daily basis and many trade only rarely. Because many of these bonds trade infrequently, the spread between the bid and offer may be wider and the time needed to develop a bid or an offer may be longer than for other security markets. See Appendix A for a discussion of securities ratings. (See Types of Investments – Debt Obligations .)
Standby Commitments. Standby commitments are securities under which a purchaser, usually a bank or broker-dealer, agrees to purchase, for a fee, an amount of a Fund’s municipal obligations. The amount payable by a bank or broker-dealer to purchase securities subject to a standby commitment typically will be substantially the same as the value of the underlying municipal securities. A Fund may pay for standby commitments either separately in cash or by paying a higher price for portfolio securities that are acquired subject to such a commitment.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with standby commitments include: Counterparty Risk, Market Risk and Municipal Securities Risk.
Taxable Municipal Obligations. Interest or other investment return is subject to federal income tax for certain types of municipal obligations for a variety of reasons. These municipal obligations do not qualify for the federal income tax exemption because (a) they did not receive necessary authorization for tax-exempt treatment from state or local government authorities,
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(b) they exceed certain regulatory limitations on the cost of issuance for tax-exempt financing or (c) they finance public or private activities that do not qualify for the federal income tax exemption. These non-qualifying activities might include, for example, certain types of multi-family housing, certain professional and local sports facilities, refinancing of certain municipal debt, and borrowing to replenish a municipality’s underfunded pension plan.
For more information about the key risks associated with investments in municipal securities of particular states, see Appendix C. See Appendix A for a discussion of securities ratings. (See Types of Investments – Debt Obligations .)
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with municipal securities include: Credit Risk, Inflation Risk, Interest Rate Risk, Market Risk and Municipal Securities Risk.
Participation Interests
Participation interests (also called pass-through certificates or securities) represent an interest in a pool of debt obligations, such as municipal bonds or notes that have been “packaged” by an intermediary, such as a bank or broker-dealer. Participation interests typically are issued by partnerships or trusts through which a Fund receives principal and interest payments that are passed through to the holder of the participation interest from the payments made on the underlying debt obligations. The purchaser of a participation interest receives an undivided interest in the underlying debt obligations. The issuers of the underlying debt obligations make interest and principal payments to the intermediary, as an initial purchaser, which are passed through to purchasers in the secondary market, such as a Fund. Mortgage-backed securities are a common type of participation interest. Participation interests may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in- kind and step-coupon securities and may be privately placed or publicly offered. See Types of Investments – Variable- and Floating-Rate Obligations, – Debt Obligations – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and – Private Placement and Other Restricted Securities for more information.
Loan participations also are a type of participation interest. Loans, loan participations, and interests in securitized loan pools are interests in amounts owed by a corporate, governmental, or other borrower to a lender or consortium of lenders (typically banks, insurance companies, investment banks, government agencies, or international agencies).
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with loan participations include: Confidential Information Access Risk, Credit Risk and Interest Rate Risk.
Partnership Securities
The Fund may invest in securities issued by publicly traded partnerships or master limited partnerships or limited liability companies (together referred to as “PTPs/MLPs”). These entities are limited partnerships or limited liability companies that may be publicly traded on stock exchanges or markets such as the NYSE, the NYSE Alternext US LLC (“NYSE Alternext”) (formerly the American Stock Exchange) and NASDAQ. PTPs/MLPs often own businesses or properties relating to energy, natural resources or real estate, or may be involved in the film industry or research and development activities. Generally PTPs/MLPs are operated under the supervision of one or more managing partners or members. Limited partners, unit holders, or members (such as a fund that invests in a partnership) are not involved in the day-to-day management of the company. Limited partners, unit holders, or members are allocated income and capital gains associated with the partnership project in accordance with the terms of the partnership or limited liability company agreement.
At times PTPs/MLPs may potentially offer relatively high yields compared to common stocks. Because PTPs/MLPs are generally treated as partnerships or similar limited liability “pass-through” entities for tax purposes, they do not ordinarily pay income taxes, but pass their earnings on to unit holders (except in the case of some publicly traded firms that may be taxed as corporations). For tax purposes, unit holders may initially be deemed to receive only a portion of the distributions attributed to them because certain other portions may be attributed to the repayment of initial investments and may thereby lower the cost basis of the units or shares owned by unit holders. As a result, unit holders may effectively defer taxation on the receipt of some distributions until they sell their units. These tax consequences may differ for different types of entities.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with partnership securities include: Interest Rate Risk, Issuer Risk, Liquidity Risk and Market Risk.
Preferred Stock
Preferred stock represents units of ownership of a corporation that frequently have dividends that are set at a specified rate. Preferred stock has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock shares some of the characteristics of both debt and equity. Preferred stock ordinarily does not carry voting rights. Most preferred stock is cumulative; if dividends are passed ( i.e. , not paid for any reason), they accumulate and must be paid before common stock dividends. Participating preferred stock entitles its holders to share in profits above and beyond the declared dividend, along with common shareholders, as distinguished from nonparticipating preferred stock, which is limited to the stipulated dividend. Convertible preferred stock is exchangeable for a given number of shares of common stock and thus tends to be more volatile than nonconvertible preferred stock, which generally behaves more like a fixed income bond. Preferred stock may be
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privately placed or publicly offered. The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on which the stock trades. See Types of Investments – Private Placement and Other Restricted Securities for more information.
Auction preferred stock (APS) is a type of adjustable-rate preferred stock with a dividend determined periodically in a Dutch auction process by corporate bidders. An APS is distinguished from standard preferred stock because its dividends change from time to time. Shares typically are bought and sold at face values generally ranging from $100,000 to $500,000 per share. Holders of APS may not be able to sell their shares if an auction fails, such as when there are more shares of APS for sale at an auction than there are purchase bids.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with preferred stock include: Convertible Securities Risk, Issuer Risk, Liquidity Risk and Market Risk.
Trust-Preferred Securities. Trust-preferred securities, also known as trust-issued securities, are securities that have characteristics of both debt and equity instruments and are typically treated by the Funds as debt investments.
Generally, trust-preferred securities are cumulative preferred stocks issued by a trust that is created by a financial institution, such as a bank holding company. The financial institution typically creates the trust with the objective of increasing its capital by issuing subordinated debt to the trust in return for cash proceeds that are reflected on the financial institutions balance sheet.
The primary asset owned by the trust is the subordinated debt issued to the trust by the financial institution. The financial institution makes periodic interest payments on the debt as discussed further below. The financial institution will subsequently own the trust’s common securities, which may typically represent a small percentage of the trust’s capital structure. The remainder of the trust’s capital structure typically consists of trust-preferred securities which are sold to investors. The trust uses the sales proceeds to purchase the subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt.
The trust uses the interest received to make dividend payments to the holders of the trust-preferred securities. The dividends are generally paid on a quarterly basis and are often higher than other dividends potentially available on the financial institution’s common stocks. The interests of the holders of the trust-preferred securities are senior to those of common stockholders in the event that the financial institution is liquidated, although their interests are typically subordinated to those of other holders of other debt issued by the institution.
The primary benefit for the financial institution in using this particular structure is that the trust-preferred securities issued by the trust are treated by the financial institution as debt securities for tax purposes (as a consequence of which the expense of paying interest on the securities is tax deductible), but are treated as more desirable equity securities for purposes of the calculation of capital requirements.
In certain instances, the structure involves more than one financial institution and thus, more than one trust. In such a pooled offering, an additional separate trust may be created. This trust will issue securities to investors and use the proceeds to purchase the trust-preferred securities issued by other trust subsidiaries of the participating financial institutions. In such a structure, the trust-preferred securities held by the investors are backed by other trust-preferred securities issued by the trust subsidiaries.
If a financial institution is financially unsound and defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of the trust-preferred securities such as the Fund, as the trust typically has no business operations other than holding the subordinated debt issued by the financial institution(s) and issuing the trust-preferred securities and common stock backed by the subordinated debt.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with trust-preferred securities include: Credit Risk, Interest Rate Risk, Liquidity Risk and Prepayment and Extension Risk.
Private Placement and Other Restricted Securities
Private placement securities are securities that have been privately placed and are not registered under the 1933 Act. They are generally eligible for sale only to certain eligible investors. Private placements often may offer attractive opportunities for investment not otherwise available on the open market. Private placement and other “restricted” securities often cannot be sold to the public without registration under the 1933 Act or the availability of an exemption from registration (such as Rules 144 or 144A), or they are “not readily marketable” because they are subject to other legal or contractual delays in or restrictions on resale. Asset-backed securities, common stock, convertible securities, corporate debt securities, foreign securities, high-yield securities, money market instruments, mortgage-backed securities, municipal securities, participation interests, preferred stock and other types of equity and debt instruments may be privately placed or restricted securities.
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Private placements typically may be sold only to qualified institutional buyers or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933 Act), or in a privately negotiated transaction or to a limited number of qualified purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with private placement and other restricted securities include: Issuer Risk, Liquidity Risk, Market Risk and Confidential Information Access Risk.
Real Estate Investment Trusts
Real estate investment trusts (REITs) are pooled investment vehicles that manage a portfolio of real estate or real estate related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property, such as shopping centers, nursing homes, office buildings, apartment complexes, and hotels, and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs can be subject to extreme volatility due to fluctuations in the demand for real estate, changes in interest rates, and adverse economic conditions.
Partnership units of real estate and other types of companies sometimes are organized as master limited partnerships in which ownership interests are publicly traded.
Similar to regulated investment companies, REITs are not taxed on income distributed to shareholders provided they comply with certain requirements under the Code. The failure of a REIT to continue to qualify as a REIT for tax purposes can materially and adversely affect its value. In addition, due to recent changes in tax laws, certain tax benefits of REITs may not be passed through to mutual fund shareholders. A Fund will indirectly bear its proportionate share of any expenses paid by a REIT in which it invests. REITs often do not provide complete tax information until after the calendar year-end. Consequently, because of the delay, it may be necessary for a Fund investing in REITs to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. In the alternative, amended Forms 1099-DIV may be sent.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with REITs include: Interest Rate Risk, Issuer Risk, Market Risk and Real Estate-Related Investment Risk.
Repurchase Agreements
Repurchase agreements are agreements under which a Fund acquires a security for a relatively short period of time (usually within seven days) subject to the obligation of a seller to repurchase and a Fund to resell such security at a fixed time and price (representing the Fund’s cost plus interest). The repurchase agreement specifies the yield during the purchaser’s holding period. Repurchase agreements also may be viewed as loans made by a Fund that are collateralized by the securities subject to repurchase, which may consist of a variety of security types. A Fund typically will enter into repurchase agreements only with commercial banks, registered broker-dealers and the Fixed Income Clearing Corporation. Such transactions are monitored to ensure that the value of the underlying securities will be at least equal at all times to the total amount of the repurchase obligation, including any accrued interest.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with repurchase agreements include: Counterparty Risk, Credit Risk, Issuer Risk, Market Risk and Repurchase Agreements Risk.
Reverse Repurchase Agreements
Reverse repurchase agreements are agreements under which a Fund temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Fund agrees to repurchase the instrument at an agreed-upon time (normally within 7 days) and price which reflects an interest payment. A Fund generally retains the right to interest and principal payments on the security. Reverse repurchase agreements also may be viewed as borrowings made by a Fund.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with reverse repurchase agreements include: Credit Risk, Interest Rate Risk, Issuer Risk, Leverage Risk, Market Risk and Reverse Repurchase Agreements Risk.
Short Sales
A Fund may sometimes sell securities short when it owns an equal amount of the securities sold short. This is a technique known as selling short “against the box.” If a Fund makes a short sale “against the box,” it would not immediately deliver the securities sold and would not receive the proceeds from the sale. The seller is said to have a short position in the securities sold until it
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delivers the securities sold, at which time it receives the proceeds of the sale. To secure its obligation to deliver securities sold short, a Fund will deposit in escrow in a separate account with the custodian an equal amount of the securities sold short or securities convertible into or exchangeable for such securities. A Fund can close out its short position by purchasing and delivering an equal amount of the securities sold short, rather than by delivering securities already held by a Fund, because a Fund might want to continue to receive interest and dividend payments on securities in its portfolio that are convertible into the securities sold short.
Short sales “against the box” entail many of the same risks and considerations described below regarding short sales not “against the box.” However, when a Fund sells short “against the box” it typically limits the amount of its effective leverage. A Fund’s decision to make a short sale “against the box” may be a technique to hedge against market risks when a Fund’s portfolio manager believes that the price of a security may decline, causing a decline in the value of a security owned by a Fund or a security convertible into or exchangeable for such security. In such case, any future losses in a Fund’s long position would be reduced by a gain in the short position. The extent to which such gains or losses in the long position are reduced will depend upon the amount of securities sold short relative to the amount of the securities a Fund owns, either directly or indirectly, and, in the case where a Fund owns convertible securities, changes in the investment values or conversion premiums of such securities. Short sales may have adverse tax consequences to a Fund and its shareholders.
Subject to its fundamental and non-fundamental investment policies, a Fund may engage in short sales that are not “against the box,” which are sales by a Fund of securities, contracts or instruments that it does not own in hopes of purchasing the same security, contract or instrument at a later date at a lower price. The technique is also used to protect a profit in a long-term position in a security, commodity futures contract or other instrument. To make delivery to the buyer, a Fund must borrow or purchase the security. If borrowed, a Fund is then obligated to replace the security borrowed from the third party, so a Fund must purchase the security at the market price at a later time. If the price of the security has increased during this time, then a Fund will incur a loss equal to the increase in price of the security from the time of the short sale plus any premiums and interest paid to the third party. (Until the security is replaced, a Fund is required to pay to the lender amounts equal to any dividends or interest which accrue during the period of the loan. To borrow the security, a Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet the margin requirements, until the short position is closed out.) Short sales of forward commitments and derivatives do not involve borrowing a security. These types of short sales may include futures, options, contracts for differences, forward contracts on financial instruments and options such as contracts, credit-linked instruments, and swap contracts.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with short sales include: Leverage Risk, Market Risk and Short Positions Risk.
Sovereign Debt
Sovereign debt obligations are issued or guaranteed by foreign governments or their agencies. It may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject. (See also Types of Investments – Foreign Securities .) In addition, there may be no legal recourse against a sovereign debtor in the event of a default.
Sovereign debt includes Brady Bonds, which are securities issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with sovereign debt include: Credit Risk, Emerging Markets Securities Risk, Foreign Securities Risk, Issuer Risk and Market Risk.
Standby Commitments
See Types of Investments – Municipal Securities above.
U.S. Government and Related Obligations
U.S. Government obligations include U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. Government or by various agencies or instrumentalities established or sponsored by the U.S. Government. U.S. Treasury obligations and securities issued or guaranteed by various agencies or instrumentalities of the U.S. Government differ in their interest rates, maturities and time of issuance, as well as with respect to whether they are guaranteed by the U.S. Government. U.S. Government and related obligations may be structured as fixed-, variable- or floating-rate obligations. See Types of Investments – Variable- and Floating-Rate Obligations for more information.
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Investing in U.S. Government and related obligations is subject to certain risks. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk ( i.e. , the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies and U.S. Government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency or instrumentality and, as a result, may be subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. Obligations of U.S. Government agencies, authorities, instrumentalities and sponsored enterprises historically have involved limited risk of loss of principal if held to maturity. However, no assurance can be given that the U.S. Government would provide financial support to any of these entities if it is not obligated to do so by law.
Government-sponsored entities issuing securities include privately owned, publicly chartered entities created to reduce borrowing costs for certain sectors of the economy, such as farmers, homeowners, and students. They include the Federal Farm Credit Bank System, Farm Credit Financial Assistance Corporation, Fannie Mae, Freddie Mac, Student Loan Marketing Association (SLMA), and Resolution Trust Corporation (RTC). Government-sponsored entities may issue discount notes (with maturities ranging from overnight to 360 days) and bonds. On September 7, 2008, the Federal Housing Finance Agency (FHFA), an agency of the U.S. Government, placed Fannie Mae and Freddie Mac into conservatorship, a statutory process with the objective of returning the entities to normal business operations. FHFA will act as the conservator to operate the enterprises until they are stabilized.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with U.S. Government and related obligations include: Credit Risk, Inflation Risk, Interest Rate Risk, Prepayment and Extension Risk, Reinvestment Risk and U.S. Government Obligations Risk.
Variable- and Floating-Rate Obligations
Variable- and floating-rate obligations are debt instruments that provide for periodic adjustments in the interest rate and, under certain circumstances, varying principal amounts. Unlike a fixed interest rate, a variable, or floating, rate is one that rises and declines based on the movement of an underlying index of interest rates and may pay interest at rates that are adjusted periodically according to a specified formula. Variable- or floating-rate securities frequently include a demand feature enabling the holder to sell the securities to the issuer at par. In many cases, the demand feature can be exercised at any time. Some securities that do not have variable or floating interest rates may be accompanied by puts producing similar results and price characteristics. Variable-rate demand notes include master demand notes that are obligations that permit the investor to invest fluctuating amounts, which may change daily without penalty, pursuant to direct arrangements between the investor (as lender), and the borrower. The interest rates on these notes fluctuate. The issuer of such obligations normally has a corresponding right, after a given period, to prepay in its discretion the outstanding principal amount of the obligations plus accrued interest upon a specified number of days’ notice to the holders of such obligations. Because these obligations are direct lending arrangements between the lender and borrower, it is not contemplated that such instruments generally will be traded. There generally is not an established secondary market for these obligations. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the lender’s right to redeem is dependent on the ability of the borrower to pay principal and interest on demand. Such obligations frequently are not rated by credit rating agencies and may involve heightened risk of default by the issuer. Asset-backed securities, bank obligations, convertible securities, corporate debt securities, foreign securities, high-yield securities, money market instruments, mortgage-backed securities, municipal securities, participation interests, stripped securities, U.S. Government and related obligations and other types of debt instruments may be structured as variable- and floating-rate obligations.
Most floating rate loans are acquired directly from the agent bank or from another holder of the loan by assignment. Most such loans are secured, and most impose restrictive covenants on the borrower. These loans are typically made by a syndicate of banks and institutional investors, represented by an agent bank which has negotiated and structured the loan and which is responsible generally for collecting interest, principal, and other amounts from the borrower on its own behalf and on behalf of the other lending institutions in the syndicate, and for enforcing its rights and the rights of the syndicate against the borrower. Each of the lending institutions, including the agent bank, lends to the borrower a portion of the total amount of the loan, and retains the corresponding interest in the loan. Floating rate loans may include delayed draw term loans and prefunded or synthetic letters of credit.
A Fund’s ability to receive payments of principal and interest and other amounts in connection with loans held by it will depend primarily on the financial condition of the borrower. The failure by the Fund to receive scheduled interest or principal payments on a loan would adversely affect the income of the Fund and would likely reduce the value of its assets, which would be reflected in a reduction in the Fund’s NAV. Banks and other lending institutions generally perform a credit analysis of the borrower before originating a loan or purchasing an assignment in a loan. In selecting the loans in which the Fund will invest, however, the Investment Manager will not rely on that credit analysis of the agent bank, but will perform its own investment analysis of the borrowers. The Investment Manager’s analysis may include consideration of the borrower’s financial strength and managerial
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experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to changes in business conditions and interest rates. Investments in loans may be of any quality, including “distressed” loans, and will be subject to the Fund’s credit quality policy.
Loans may be structured in different forms, including assignments and participations. In an assignment, a Fund purchases an assignment of a portion of a lender’s interest in a loan. In this case, the Fund may be required generally to rely upon the assigning bank to demand payment and enforce its rights against the borrower, but would otherwise be entitled to all of such bank’s rights in the loan.
The borrower of a loan may, either at its own election or pursuant to terms of the loan documentation, prepay amounts of the loan from time to time. There is no assurance that a Fund will be able to reinvest the proceeds of any loan prepayment at the same interest rate or on the same terms as those of the original loan.
Corporate loans in which a Fund may purchase a loan assignment are made generally to finance internal growth, mergers, acquisitions, recapitalizations, stock repurchases, leveraged buy-outs, dividend payments to sponsors and other corporate activities. The highly leveraged capital structure of certain borrowers may make such loans especially vulnerable to adverse changes in economic or market conditions. The Fund may hold investments in loans for a very short period of time when opportunities to resell the investments that a Fund’s Portfolio Manager believes are attractive arise.
Certain of the loans acquired by a Fund may involve revolving credit facilities under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the Fund would have an obligation to advance its portion of such additional borrowings upon the terms specified in the loan assignment. To the extent that the Fund is committed to make additional loans under such an assignment, it will at all times designate cash or securities in an amount sufficient to meet such commitments.
Notwithstanding its intention in certain situations to not receive material, non-public information with respect to its management of investments in floating rate loans, the Investment Manager may from time to time come into possession of material, non-public information about the issuers of loans that may be held in a Fund’s portfolio. Possession of such information may in some instances occur despite the Investment Manager’s efforts to avoid such possession, but in other instances the Investment Manager may choose to receive such information (for example, in connection with participation in a creditors’ committee with respect to a financially distressed issuer). As, and to the extent, required by applicable law, the Investment Manager’s ability to trade in these loans for the account of the Fund could potentially be limited by its possession of such information. Such limitations on the Investment Manager’s ability to trade could have an adverse effect on the Fund by, for example, preventing the Fund from selling a loan that is experiencing a material decline in value. In some instances, these trading restrictions could continue in effect for a substantial period of time.
In some instances, other accounts managed by the Investment Manager may hold other securities issued by borrowers whose floating rate loans may be held in a Fund’s portfolio. These other securities may include, for example, debt securities that are subordinate to the floating rate loans held in the Fund’s portfolio, convertible debt or common or preferred equity securities.
In certain circumstances, such as if the credit quality of the issuer deteriorates, the interests of holders of these other securities may conflict with the interests of the holders of the issuer’s floating rate loans. In such cases, the Investment Manager may owe conflicting fiduciary duties to the Fund and other client accounts. The Investment Manager will endeavor to carry out its obligations to all of its clients to the fullest extent possible, recognizing that in some cases certain clients may achieve a lower economic return, as a result of these conflicting client interests, than if the Investment Manager’s client accounts collectively held only a single category of the issuer’s securities.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with variable- or floating-rate obligations include: Counterparty Risk, Credit Risk, Interest Rate Risk, Liquidity Risk and Prepayment and Extension Risk.
Warrants and Rights
Warrants and rights are types of securities that give a holder a right to purchase shares of common stock. Warrants usually are issued together with a bond or preferred stock and entitle a holder to purchase a specified amount of common stock at a specified price typically for a period of years. Rights usually have a specified purchase price that is lower than the current market price and entitle a holder to purchase a specified amount of common stock typically for a period of only weeks. Warrants may be used to enhance the marketability of a bond or preferred stock. Warrants do not carry with them the right to dividends or voting rights and they do not represent any rights in the assets of the issuer. Warrants may be considered to have more speculative characteristics than certain other types of investments. In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date, if any.
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The potential exercise price of warrants or rights may exceed their market price, such as when there is no movement in the market price or the market price of the common stock declines.
Although one or more of the other risks described in this SAI may also apply, the risks typically associated with warrants and rights include: Convertible Securities Risk, Counterparty Risk, Credit Risk, Issuer Risk and Market Risk.
Information Regarding Risks
The following is a summary of risks of investing in the Funds and the risk characteristics associated with the various investment instruments available to the Funds for investment. A Fund’s risk profile is largely defined by the Fund’s primary portfolio holdings and principal investment strategies (for the description of a Fund’s principal investment strategies and principal risks, please see that Fund’s prospectus). However, the Funds are allowed to use securities, instruments, other assets and investments, strategies and techniques other than those described in the Fund’s principal investment strategies, subjecting the Fund to the risks associated with these securities, instruments, other assets and investments, strategies and techniques.
An investment in the Funds is not a bank deposit and is not insured or guaranteed by any bank, the FDIC or any other government agency. One or more of the following risks may be associated with an investment in a Fund at any time:
Active Management Risk. The Fund is actively managed and its performance therefore will reflect, in part, the ability of the portfolio managers to make investment decisions that seek to achieve the Fund’s investment objective. Due to its active management, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and/or strategies.
Activist Strategies Risk. The Fund may purchase securities of a company that is the subject of a proxy contest or which activist investors are attempting to influence, in the expectation that new management or a change in business strategies will cause the price of the company’s securities to increase. If the proxy contest, or the new management, is not successful, the market price of the company’s securities will typically fall.
In addition, where an acquisition or restructuring transaction or proxy fight is opposed by the subject company’s management, the transaction often becomes the subject of litigation. Such litigation involves substantial uncertainties and may impose substantial cost and expense on the Fund.
Allocation Risk. For any Fund that uses an asset allocation strategy in pursuit of its investment objective, there is a risk that the Fund's allocation among asset classes, investments, managers, strategies and/or investment styles will cause the Fund's shares to lose value or cause the Fund to underperform other funds with similar investment objectives and/or strategies, or that the investments themselves will not produce the returns expected.
Alternative Strategies Investment Risk. An investment in alternative investment strategies (Alternative Strategies), whether through direct investment or through one or more underlying funds that use Alternative Strategies, involves risks, which may be significant. Alternative Strategies may include strategies, instruments or other assets, such as derivatives, that seek investment returns uncorrelated with the broad equity and fixed income/debt markets, as well as those providing exposure to other markets (such as commodity markets), including but not limited to absolute (positive) return strategies. Alternative Strategies may fail to achieve their desired performance, market or other exposure, or their returns (or lack thereof) may be more correlated with the broad equity and/or fixed income/debt markets than was anticipated, and the Fund may lose money. Some Alternative Strategies may be considered speculative.
To the extent that an underlying fund is charged a performance (or incentive) fee (which would indirectly be borne by the Fund’s shareholders), such fees may create incentives for the underlying fund’s manager to make investments that are riskier or more speculative than in the absence of these fees. Because these fees are often based on both realized and unrealized appreciation, the fee may be greater than if it were based only on realized gains. In addition, underlying fund managers may receive compensation for relative performance of the underlying fund even if the underlying fund’s overall returns are negative.
Arbitrage Strategies Risk. The Fund may purchase securities at prices only slightly below the anticipated value to be paid or exchanged for such securities in a merger, exchange offer or cash tender offer, and substantially above the prices at which such securities traded immediately prior to announcement of the transaction. If there is a perception that the proposed transaction will not be consummated or will be delayed, the market price of the security may decline sharply, which would result in a loss to the Fund. In addition, if the manager determines that the offer is likely to be increased, either by the original bidder or by another party, the Fund may purchase securities above the offer price; such purchases are subject to a high degree of risk.
The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including opposition by the management or shareholders of the target company, private litigation or litigation involving regulatory agencies, and approval or non-action of regulatory agencies. The likelihood of occurrence of these and other factors, and their impact on an investment, can be very difficult to evaluate.
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Asset-Backed Securities Risk. The value of the Fund's asset-backed securities may be affected by, among other things, changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the receivables, the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements, or the market's assessment of the quality of underlying assets. Asset-backed securities represent interests in, or are backed by, pools of receivables such as credit card, auto, student and home equity loans. They may also be backed by securities backed by these types of loans and others, such as mortgage loans. Asset-backed securities can have a fixed or an adjustable rate. Most asset-backed securities are subject to prepayment risk, which is the possibility that the underlying debt may be refinanced or prepaid prior to maturity during periods of declining or low interest rates, causing the Fund to have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of asset-backed securities may be difficult to predict and may result in greater volatility. Rising or high interest rates tend to extend the duration of asset-backed securities, resulting in valuations that are volatile and sensitive to changes in interest rates.
Bankruptcy Process and Trade Claims Risk. The Fund may purchase bankruptcy claims. There are a number of significant risks inherent in the bankruptcy process. The effect of a bankruptcy filing on a company may adversely and permanently affect the company and cause it to be incapable of restoring itself as a viable business. Many events in a bankruptcy are the product of contested matters and adversarial proceedings. The duration of a bankruptcy proceeding is difficult to predict and a creditor’s return on investment can be adversely affected by delays while the plan of reorganization is being finalized. The administrative costs in connection with a bankruptcy proceeding are frequently high and are paid out of the debtor’s estate before any return to creditors. The Fund may also purchase trade claims against companies, including companies in bankruptcy or reorganization proceedings, which include claims of suppliers for unpaid goods delivered, claims for unpaid services rendered, claims for contract rejection damages and claims related to litigation. An investment in trade claims is very speculative, illiquid, and carries a high degree of risk. The markets in trade claims are generally not regulated by U.S. federal securities laws or the SEC.
Changing Distribution Level Risk. The Fund will normally receive income which may include interest, dividends and/or capital gains, depending upon its investments. The amount of the distributions the Fund pays will vary and generally depends on the amount of income the Fund earns (less expenses) on its portfolio holdings, and capital gains or losses it recognizes. A decline in the Fund’s income or net capital gains from its investments may reduce its distribution level.
Closed-End Investment Company Risk. Closed-end investment companies frequently trade at a discount to their NAV, which may affect whether the Fund will realize gain or loss upon its sale of the closed-end investment company’s shares. Closed-end investment companies may employ leverage, which also subjects the closed-end investment company to increased risks such as increased volatility.
Commodity-related Investment Risk. The value of commodities investments will generally be affected by overall market movements and factors specific to a particular industry or commodity, which may include demand for the commodity, weather, embargoes, tariffs, and economic health, political, international, regulatory and other developments. Economic and other events (whether real or perceived) can reduce the demand for commodities, which may, in turn, reduce market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Exposure to commodities and commodities markets may subject the value of the Fund's investments to greater volatility than other types of investments. No, or limited, active trading market may exist for certain commodities investments, which may impair the ability to sell or to realize the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodities investments. Certain types of commodities instruments are subject to the risk that the counterparty to the transaction may not perform or be unable to perform in accordance with the terms of the instrument. The Fund may make commodity-related investments through, and may invest in one or more underlying funds that make commodity-related investments through, one or more wholly-owned subsidiaries organized outside the U.S. that are generally not subject to U.S. laws (including securities laws) and their protections. However, any such subsidiary is wholly owned and controlled by the Fund and any underlying fund subsidiary is wholly-owned and controlled by the underlying fund, making it unlikely that the subsidiary will take action contrary to the interests of the Fund or the underlying fund and their shareholders. Further, any such subsidiaries will be subject to the laws of a foreign jurisdiction, and can be adversely affected by developments in that jurisdiction.
Concentration Risk. To the extent that the Fund concentrates its investment in particular issuers, countries, geographic regions, industries or sectors, the Fund may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety of issuers, countries, geographic regions, industries, sectors or investments.
Confidential Information Access Risk. In many instances, issuers of floating rate loans offer to furnish material, non-public information (Confidential Information) to prospective purchasers or holders of the issuer’s floating rate loans to help potential investors assess the value of the loan. Portfolio managers may avoid the receipt of Confidential Information about the issuers of floating rate loans being considered for acquisition by the Fund, or held in the Fund. A decision not to receive Confidential Information from these issuers may disadvantage the Fund as compared to other floating rate loan investors, and may adversely affect the price the Fund pays for the loans it purchases, or the price at which the Fund sells the loans. Further, in situations when
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holders of floating rate loans are asked, for example, to grant consents, waivers or amendments, the ability to assess the desirability of such consents, waivers or amendments may be compromised. For these and other reasons, it is possible that the decision not to receive Confidential Information could adversely affect the Fund’s performance.
Convertible Securities Risk. Convertible securities are subject to the usual risks associated with debt instruments, such as interest rate risk (the risk of losses attributable to changes in interest rates) and credit risk (the risk that the issuer of a debt instrument will default or otherwise become unable, or be perceived to be unable or unwilling, to honor a financial obligation, such as making payments to the Fund when due). Convertible securities also react to changes in the value of the common stock into which they convert, and are thus subject to market risk (the risk that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise). Because the value of a convertible security can be influenced by both interest rates and the common stock's market movements, a convertible security generally is not as sensitive to interest rates as a similar debt instrument, and generally will not vary in value in response to other factors to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible securities would typically be paid before the company's common stockholders but after holders of any senior debt obligations of the company. The Fund may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Fund's return.
Counterparty Risk. The risk exists that a counterparty to a transaction in a financial instrument held by the Fund or by a special purpose or structured vehicle in which the Fund invests may become insolvent or otherwise fail to perform its obligations due to financial difficulties, including making payments to the Fund. The Fund may obtain no or limited recovery in a bankruptcy or other reorganizational proceedings, and any recovery may be significantly delayed. Transactions that the Fund enters into may involve counterparties in the financial services sector and, as a result, events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Credit Risk. Credit risk is the risk that the value of loans or other debt instruments may decline if the borrower or the issuer thereof defaults or otherwise becomes unable or unwilling, or is perceived to be unable or unwilling, to honor its financial obligations, such as making payments to the Fund when due. Various factors could affect the actual or perceived willingness or ability of the borrower or the issuer to make timely interest or principal payments, including changes in the financial condition of the borrower or the issuer or in general economic conditions. Debt instruments backed by an issuer's taxing authority may be subject to legal limits on the issuer's power to increase taxes or otherwise to raise revenue, or may be dependent on legislative appropriation or government aid. Certain debt instruments are backed only by revenues derived from a particular project or source, rather than by an issuer's taxing authority, and thus may have a greater risk of default. Rating agencies assign credit ratings to certain loans and debt instruments to indicate their credit risk. Unless otherwise provided in the Fund’s Principal Investment Strategies, investment grade debt instruments are those rated at or above BBB- by Standard and Poor’s Ratings Services, or equivalently rated by Moody’s Investors Service, Inc. or Fitch, Inc., or, if unrated, determined by the management team to be of comparable quality. Conversely, below investment grade (commonly called “high-yield” or “junk”) debt instruments are those rated below BBB- by Standard and Poor’s Ratings Services, or equivalently rated by Moody’s Investors Service, Inc. or Fitch, Inc., or, if unrated, determined by the management team to be of comparable quality. A rating downgrade by such agencies can negatively impact the value of such instruments. Lower quality or unrated loans or instruments held by the Fund may present increased credit risk as compared to higher-rated loans or instruments. Non-investment grade loans or debt instruments may be subject to greater price fluctuations and are more likely to experience a default than investment grade loans or debt instruments and therefore may expose the Fund to increased credit risk. If the Fund purchases unrated loans or debt instruments, or if the ratings of such instruments held by the Fund are lowered after purchase, the Fund will depend on analysis of credit risk more heavily than usual. If the issuer of a loan declares bankruptcy or is declared bankrupt, there may be a delay before the Fund can act on the collateral securing the loan, which may adversely affect the Fund. Further, there is a risk that a court could take action with respect to a loan that is adverse to the holders of the loan. Such actions may include invalidating the loan, the lien on the collateral, the priority status of the loan, or ordering the refund of interest previously paid by the borrower. Any such actions by a court could adversely affect the Fund’s performance. A default or expected default of a loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it. In order to enforce its rights in the event of a default, bankruptcy or similar situation, the Fund may be required to retain legal or similar counsel. This may increase the Fund’s operating expenses and adversely affect its NAV. Loans that have a lower priority for repayment in an issuer’s capital structure may involve a higher degree of overall risk than more senior loans of the same borrower.
Cybersecurity Breaches and Technology and Related Systems Failure Risk . The Funds and their service providers, including but not limited to the Investment Manager (in its role as investment adviser and/or administrator to the Funds), Ameriprise Financial (the Investment Manager’s parent company), any investment subadvisers, the Distributor, the Transfer Agent, the Custodian, and other service providers, as well as their underlying service providers (collectively, the Service Providers), are heavily dependent on proprietary and third-party technology and infrastructure and related operational and information systems, networks, computers, devices, programs, applications, data and functions (collectively, Systems) to perform necessary business activities. The Systems that the Funds and the Service Providers (referred to herein as we, us and our) rely upon may be
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vulnerable to many threats, breaches and failures, some of which may be outside of our control, including significant damage and disruption arising from Systems failures or cybersecurity breaches. Systems failures include malfunctions, user error, conduct (or misconduct) of or arising from employees and agents, and failures arising from cybersecurity breaches, natural disasters, or other actions or events (whether foreseeable or unforeseeable). Cybersecurity breaches include intentional (e.g., cyber-attacks, hacking, phishing scams, unauthorized payment requests) and unintentional events or activity (e.g., user errors arising from or caused by us or our agents). Systems failures and cybersecurity breaches may result in (i) proprietary or confidential information or data being lost, withheld for ransom, misused, destroyed, stolen, released, corrupted or rendered unavailable, including personal investor information (and that of beneficial owners of investors), (ii) unauthorized access to Systems and loss of operational capacity, including from, for example, denial-of-service attacks (i.e., efforts to make network services unavailable to intended users), and (iii) the misappropriation of Fund or investor assets or sensitive information. Also, the Investment Manager and, as the case may be, any Fund subadvisers, use various technology in managing the Fund, consistent with its investment objective and strategy described in the Fund’s prospectus. For example, proprietary and third-party data and systems may be utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance. Any such events could negatively impact our Systems and may have significant adverse impacts on the Funds and their shareholders.
Systems failures and cybersecurity breaches may cause delays or mistakes in materials provided to shareholders and may also interfere with or negatively impact the processing of Fund investor transactions, pricing of Fund investments, calculating Fund NAVs, and trading within a Fund’s portfolio, while causing or subjecting us to reputational damage, violations of law, legal claims, regulatory fines, penalties, financial losses and reimbursement, expenses or other compensation and remediation costs, as well as additional compliance, legal, and operational costs. Such events could negatively impact the Fund, its shareholders and affect our business, financial condition and performance or results of operations.
The trend toward broad consumer and general public notification of Systems failures and cybersecurity breaches could exacerbate the harm to the Fund, its shareholders and our business, financial condition and performance or results of operations. Even if we successfully protect our Systems from failures or cybersecurity breaches, we may incur significant expenses in connection with our responses to any such events, as well as the need for adoption, implementation and maintenance of appropriate security measures. We could also suffer harm to our business and reputation if attempted or actual cybersecurity breaches are publicized. We cannot be certain that evolving threats from cyber-criminals and other cyber-threat actors, exploitation of new vulnerabilities in our Systems, or other developments, or data thefts, System break-ins or inappropriate access will not compromise or breach the technology or other security measures protecting our Systems.
To date, we have not experienced any material Systems failures or cybersecurity breaches, however, we routinely encounter and address such threats. For example, in 2015 the then-available Columbia ETFs were for a period unable to price their portfolios due to a technology issue impacting the ETFs’ third-party administrator. In another case, in 2014, Ameriprise Financial and other financial institutions experienced distributed denial-of-service attacks intended to disrupt clients’ online access. While Ameriprise Financial was able to detect and respond to this incident without loss of client assets or information, Ameriprise Financial has since enhanced its security capabilities and will continue to assess its ability to monitor and respond to such threats. In addition to the foregoing, the experiences of Ameriprise Financial and its affiliates with Systems failures, cybersecurity breaches and technology threats have included, as examples, phishing scams, introductions of malware, attempts at electronic break-ins, and unauthorized payment requests. Systems failures and cybersecurity breaches may be difficult to detect, may go undetected for long periods or may never be detected. The impact of such events may be compounded over time. Although the Funds and the Service Providers evaluate the materiality of Systems failures and cybersecurity breaches that it detects, the Funds and the Service Providers may conclude that some such events are not material and may choose not to address them. Such conclusions may not prove to be correct.
Although we have established business continuity/disaster recovery plans and systems (Continuity and Recovery Plans) designed to prevent or mitigate the effects of Systems failures and cybersecurity breaches, there are inherent limitations in Continuity and Recovery Plans. These limitations include the possibility that certain risks have not been identified or that Continuity and Recovery Plans might not – despite testing and monitoring – operate as designed, be sufficient to stop or mitigate losses or otherwise be unable to achieve their objectives. The Funds and their shareholders could be negatively impacted as a result. In addition, the Fund cannot control the Continuity and Recovery Plans of the Service Providers. As a result, there can be no assurance that the Funds will not suffer losses relating to Systems failures or cybersecurity breaches affecting us in the future, particularly third-party service providers, as the Funds cannot control any Continuity and Recovery Plans or cybersecurity defenses implemented by such parties.
Systems failures and cybersecurity breaches may necessitate significant investment to repair or replace impacted Systems. In addition, we, including the Funds, may incur substantial costs for Systems failure risk management and cybersecurity risk management in order to attempt to prevent any such events or incidents in the future.
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Insurance and other traditional risk-shifting tools may be held by or available to us in order to manage or mitigate the risks associated with Systems failures and cybersecurity breaches, but they are subject to terms and limitations such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency. While Ameriprise Financial and its affiliates maintain cyber liability insurance that provides both third-party liability and first-party liability coverages, this insurance does not cover the Funds and, with regard to covered entities, may not be sufficient to protect us against all losses. In addition, contractual remedies may not be available with respect to Service Providers or may prove inadequate if available (e.g., because of limits on the liability of the Service Providers) to protect the Funds against all losses.
Stock and other market exchanges, financial intermediaries and issuers of, and counterparties to, the Funds’ investments and, in the case of ETFs, market makers and authorized participants, also may be adversely impacted by Systems failures and cybersecurity breaches in their own businesses, subjecting them to the risks described herein, as well as other additional or enhanced risks particular to their businesses, which could result in losses to the Funds and their shareholders. Issuers of securities or other instruments in which the Funds invest may also experience Systems failures or cybersecurity breaches, which could result in material adverse consequences for such issuers, and may cause the Funds’ investment in such issuers to lose money.
Depositary Receipts Risk. Depositary receipts are receipts issued by a bank or trust company reflecting ownership of underlying securities issued by foreign companies. Some foreign securities are traded in the form of American Depositary Receipts and/or Global Depositary Receipts. Depositary receipts involve risks similar to the risks associated with investments in foreign securities, including those associated with investing in the particular country of an issuer, which may be related to the particular political, regulatory, economic, social and other conditions or events, including, for example, military confrontations, war and terrorism, occurring in the country and fluctuations in such country’s currency, as well as market risk tied to the underlying foreign company. In addition, holders of depositary receipts may have limited voting rights, may not have the same rights afforded to stockholders of a typical domestic company in the event of a corporate action, such as an acquisition, merger or rights offering, and may experience difficulty in receiving company stockholder communications. There is no guarantee that a financial institution will continue to sponsor a depositary receipt, or that a depositary receipt will continue to trade on an exchange, either of which could adversely affect the liquidity, availability and pricing of the depositary receipt. Changes in foreign currency exchange rates will affect the value of depositary receipts and, therefore, may affect the value of your investment in the Fund. A potential conflict of interest exists to the extent that the Fund invests in ADRs for which the Fund's custodian serves as depository bank.
Derivatives Risk. Derivatives may involve significant risks. Derivatives are financial instruments, traded on an exchange or in the over-the-counter (OTC) markets, with a value in relation to, or derived from, the value of an underlying asset(s) (such as a security, commodity or currency) or other reference, such as an index, rate or other economic indicator (each an underlying reference). Derivatives may include those that are privately placed or otherwise exempt from SEC registration, including certain Rule 144A eligible securities. Derivatives could result in Fund losses if the underlying reference does not perform as anticipated. Use of derivatives is a highly specialized activity that can involve investment techniques, risks, and tax planning different from those associated with more traditional investment instruments. The Fund’s derivatives strategy may not be successful and use of certain derivatives could result in substantial, potentially unlimited, losses to the Fund regardless of the Fund’s actual investment. A relatively small movement in the price, rate or other economic indicator associated with the underlying reference may result in substantial loss for the Fund. Derivatives may be more volatile than other types of investments. Derivatives can increase the Fund’s risk exposure to underlying references and their attendant risks, including the risk of an adverse credit event associated with the underlying reference (credit risk), the risk of an adverse movement in the value, price or rate of the underlying reference (market risk), the risk of an adverse movement in the value of underlying currencies (foreign currency risk) and the risk of an adverse movement in underlying interest rates (interest rate risk). Derivatives may expose the Fund to additional risks, including the risk of loss due to a derivative position that is imperfectly correlated with the underlying reference it is intended to hedge or replicate (correlation risk), the risk that a counterparty will fail to perform as agreed (counterparty risk), the risk that a hedging strategy may fail to mitigate losses, and may offset gains (hedging risk), the risk that losses may be greater than the amount invested (leverage risk), the risk that the Fund may be unable to sell an investment at an advantageous time or price (liquidity risk), the risk that the investment may be difficult to value (pricing risk), and the risk that the price or value of the investment fluctuates significantly over short periods of time (volatility risk). The value of derivatives may be influenced by a variety of factors, including national and international political and economic developments. Potential changes to the regulation of the derivatives markets may make derivatives more costly, may limit the market for derivatives, or may otherwise adversely affect the value or performance of derivatives.
Derivatives Risk – Forward Contracts Risk. A forward contract is an over-the-counter derivative transaction between two parties to buy or sell a specified amount of an underlying reference at a specified price (or rate) on a specified date in the future. Forward contracts are negotiated on an individual basis and are not standardized or traded on exchanges. The market for forward contracts is substantially unregulated (there is no limit on daily price movements and speculative position limits are not applicable). The principals who deal in certain forward contract markets are not required to continue to make markets in the
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underlying references in which they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in forward contract markets have refused to quote prices for certain underlying references or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in forward contract prices. The liquidity of the markets for forward contracts depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the market for forwards could be reduced. A relatively small price movement in a forward contract may result in substantial losses to the Fund, exceeding the amount of the margin paid. Forward contracts can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
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.
Derivatives Risk – Futures Contracts Risk. A futures contract is an exchange-traded derivative transaction between two parties in which a buyer (holding the “long” position) agrees to pay a fixed price (or rate) at a specified future date for delivery of an underlying reference from a seller (holding the “short” position). The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. Certain futures contract markets are highly volatile, and futures contracts may be illiquid. Futures exchanges may limit fluctuations in futures contract prices by imposing a maximum permissible daily price movement. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. At or prior to maturity of a futures contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in futures contract prices. The liquidity of the futures markets depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the futures market could be reduced. Positions in futures contracts may be closed out only on the exchange on which they were entered into or through a linked exchange, and no secondary market exists for such contracts. Futures positions are marked to market each day and variation margin payment must be paid to or by the Fund. Because of the low margin deposits normally required in futures trading, it is possible that the Fund may employ a high degree of leverage in the portfolio. As a result, a relatively small price movement in a futures contract may result in substantial losses to the Fund, exceeding the amount of the margin paid. For certain types of futures contracts, losses are potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Futures contracts executed (if any) on foreign exchanges may not provide the same protection as U.S. exchanges. Futures contracts can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
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.
Derivatives Risk – Inverse Floaters Risk. Inverse variable or floating rate obligations, sometimes referred to as inverse floaters, are a type of over-the-counter derivative debt instrument with a variable or floating coupon rate that moves in the opposite direction of an underlying reference, typically short-term interest rates. As short-term interest rates go down, the holders of the inverse floaters receive more income and, as short-term interest rates go up, the holders of the inverse floaters receive less income. Variable rate securities provide for a specified periodic adjustment in the coupon rate, while floating rate securities have a coupon rate that changes whenever there is a change in a designated benchmark index or the issuer’s credit rating. While inverse floaters tend to provide more income than similar term and credit quality fixed-rate bonds, they also exhibit greater volatility in price movement, which could result in significant losses for the Fund. An inverse floater may have the effect of investment leverage to the extent that its coupon rate varies by a magnitude that exceeds the magnitude of the change in the index or reference rate of interest, which could result in increased losses for the Fund. There is a risk that the current interest rate on variable and floating rate instruments may not accurately reflect current market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Some inverse floaters are structured with liquidity features and may include market-dependent liquidity features that may expose the Fund to greater liquidity risk. Inverse floaters can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
Derivatives Risk – Options Risk. Options are derivatives that give the purchaser the option to buy (call) or sell (put) an underlying reference from or to a counterparty at a specified price (the strike price) on or before an expiration date. The Fund may purchase or write (i.e., sell) put and call options on an underlying reference it is otherwise permitted to invest in. By investing in options, the Fund is exposed to the risk that it may be required to buy or sell the underlying reference at a disadvantageous price on or before the expiration date. If the Fund sells a put option, the Fund may be required to buy the underlying reference at a strike price that is above market price, resulting in a loss. If the Fund sells a call option, the Fund may be required to sell the underlying reference at a strike price that is below market price, resulting in a loss. If the Fund sells a call option that is not covered (it does not own the underlying reference), the Fund's losses are potentially unlimited. Options may involve economic leverage, which could result in greater volatility in price movement. Options may be traded on a securities exchange or in the over-the-counter market. At or prior to maturity of an options contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in options prices. Options can increase the Fund’s risk exposure to underlying references and their attendant risks such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
Derivatives Risk – Structured Investments Risk. Structured investments are over-the-counter derivatives that provide principal and/or interest payments based on the value of an underlying reference(s). Structured investments typically provide interest income, thereby offering a potential yield advantage over investing directly in an underlying reference. Structured investments may lack a liquid secondary market and their prices or value can be volatile which could result in significant losses for the Fund. In some cases, depending on its terms, a structured investment may provide that principal and/or interest payments may be adjusted below zero resulting in a potential loss of principal and/or interest payments. Additionally, the particular terms of a structured investment may create economic leverage by requiring payment by the issuer of an amount that is a multiple of the price change of the underlying reference. Economic leverage will increase the volatility of structured investment prices, and could result in increased losses for the Fund. The Fund’s use of structured instruments may not work as intended. If structured investments are used to reduce the duration of the Fund’s portfolio, this may limit the Fund’s return when having a longer duration would be beneficial (for instance, when interest rates decline). Structured investments can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, leverage risk, liquidity risk, pricing risk and volatility risk.
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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.
Derivatives Risk – Swaps Risk. In a typical swap transaction, two parties agree to exchange the return earned on a specified underlying reference for a fixed return or the return from another underlying reference during a specified period of time. Swaps may be difficult to value and may be illiquid. Swaps could result in Fund losses if the underlying asset or reference does not perform as anticipated. Swaps create significant investment leverage such that a relatively small price movement in a swap may result in immediate and substantial losses to the Fund. The Fund may only close out a swap with its particular counterparty, and may only transfer a position with the consent of that counterparty. Certain swaps, such as short swap transactions and total return swaps, have the potential for unlimited losses, regardless of the size of the initial investment. Swaps can increase the Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Fund to correlation risk, counterparty risk, hedging risk, inflation risk, leverage risk, liquidity risk, pricing risk and volatility risk.
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.
Derivatives Risk – Swaptions Risk. A swaption is an options contract on a swap agreement. These transactions give a party the right (but not the obligation) to enter into new swap agreements or to shorten, extend, cancel or otherwise modify an existing swap agreement at some designated future time on specified terms, in return for payment of the purchase price (the “premium”) of the option. The Fund may write (sell) and purchase put and call swaptions to the same extent it may make use of standard options on securities or other instruments. The writer of the contract receives the premium and bears the risk of unfavorable changes in the market value on the underlying swap agreement. Swaptions can be bundled and sold as a package. These are commonly called interest rate caps, floors and collars.
Distressed Securities Risk. The Fund may purchase distressed securities of business enterprises involved in workouts, liquidations, reorganizations, bankruptcies and similar situations. Since there is typically substantial uncertainty concerning the outcome of transactions involving business enterprises in these situations, there is a high degree of risk of loss, including loss of the entire investment.
In bankruptcy, there can be considerable delay in reaching accord on a restructuring plan acceptable to a bankrupt company’s lenders, bondholders and other creditors and then obtaining the approval of the bankruptcy court. Such delays could result in substantial losses to the investments in such company’s securities or obligations. Moreover, there is no assurance that a plan favorable to the class of securities held by the Fund will be adopted or that the subject company might not eventually be liquidated rather than reorganized.
In liquidations (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price of the security in respect of which such distribution is received. It may be difficult to obtain accurate information concerning a company in financial distress, with the result that the analysis and valuation are especially difficult. The market for securities of such companies tends to be illiquid and sales may be possible only at substantial discounts.
Dollar Rolls Risk. Dollar rolls are transactions in which the Fund sells securities to a counterparty and simultaneously agrees to purchase those or similar securities in the future at a predetermined price. Dollar rolls involve the risk that the market value of the securities the Fund is obligated to repurchase may decline below the repurchase price, or that the counterparty may default on its obligations. These transactions may also increase the Fund’s portfolio turnover rate and may result in higher transactions costs for the Fund. If the Fund reinvests the proceeds of the security sold, the Fund will also be subject to the risk that the investments purchased with such proceeds will decline in value (a form of leverage risk).
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Emerging Market Securities Risk. Securities issued by foreign governments or companies in emerging market countries, such as China, Russia and certain countries in Eastern Europe, the Middle East, Asia, Latin America or Africa, are more likely to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk. In addition, emerging market countries are more likely to experience instability resulting, for example, from rapid changes or developments in social, political, economic or other conditions. Their economies are usually less mature and their securities markets are typically less developed with more limited trading activity ( i.e. , lower trading volumes and less liquidity) than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade and have fewer trading partners, which makes them more sensitive to world commodity prices and economic downturns in other countries. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience periods of high inflation or rapid changes in inflation rates and may have hostile relations with other countries.
Operational and Settlement Risks of Securities in Emerging Markets. In addition to having less developed securities markets, banks in emerging markets that are eligible foreign sub-custodians may be recently organized, lack extensive operating experience or lack effective government oversight or regulation. In addition, there may be legal restrictions or limitations on the ability of the Fund to recover assets held in custody by a foreign sub-custodian in the event of the bankruptcy of the sub-custodian. Because settlement systems may be less organized than in developed markets and because delivery versus payment settlement may not be possible or reliable, there may be a greater risk that settlement may be delayed and that cash or securities of the Fund may be lost because of failures of or defects in the system, including fraud or corruption. Settlement systems in emerging markets also have a higher risk of failed trades.
Risks Related to Currencies and Corporate Actions in Emerging Markets. Risks related to currencies and corporate actions are also greater in emerging market countries than in developed countries. For example, some emerging market countries may have fixed or managed currencies that are not free-floating against the U.S. dollar. Further, certain currencies may not have an active trading market internationally, or countries may have varying exchange rates. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience sustained periods of high inflation or rapid changes in inflation rates which can have negative effects on a country’s economy and securities markets. Corporate action procedures in emerging market countries may be less reliable and have limited or no involvement by the depositories and central banks. Lack of standard practices and payment systems can lead to significant delays in payment.
Risks Related to Corporate and Securities Laws in Emerging Markets. Securities laws in emerging markets may be relatively new and unsettled and, consequently, there is a risk of rapid and unpredictable change in laws regarding foreign investment, securities regulation, title to securities and shareholder rights. Accordingly, foreign investors may be adversely affected by new or amended laws and regulations. In addition, the systems of corporate governance to which issuers in certain emerging markets are subject may be less advanced than the systems to which issuers located in more developed countries are subject, and therefore, shareholders of such issuers may not receive many of the protections available to shareholders of issuers located in more developed countries. These risks may be heightened in China and Russia.
China Stock Connect Risk. The risks noted here are in addition to the risks described under Emerging Market Securities Risk . A Fund may, directly or indirectly (through, for example, participation notes or other types of equity-linked notes), purchase shares in mainland China-based companies that trade on Chinese stock exchanges such as the Shanghai Stock Exchange and the Shenzhen Stock Exchange (China A-Shares) through the Shanghai and Shenzhen – Hong Kong Stock Connect (Stock Connect), or that may be available in the future through additional stock connect programs, a mutual market access program designed to, among other things, enable foreign investment in the People’s Republic of China (PRC) via brokers in Hong Kong. There are significant risks inherent in investing in China A-Shares through Stock Connect. The underdeveloped state of PRC’s investment and banking systems subjects the settlement, clearing, and registration of China A-Shares transactions to heightened risks. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if either or both markets are closed on a U.S. trading day, a Fund may not be able to dispose of its China A-Shares in a timely manner, which could adversely affect the Fund’s performance. Additionally, Stock Connect is subject to daily quota limitations on purchases of China A-Shares. Once the daily quota is reached, orders to purchase additional China A-Shares through Stock Connect will be rejected. A Fund’s investment in China A-Shares may only be traded through Stock Connect and is not otherwise transferable. Stock Connect utilizes an omnibus clearing structure, and the Fund’s shares will be registered in its custodian’s name on the Central Clearing and Settlement System. This may limit the ability of the Investment Manager (and/or any subadviser, as the case may be) to effectively manage a Fund, and may expose the Fund to the credit risk of its custodian or to greater risk of expropriation. Investment in China A-Shares through Stock Connect may be available only through a single broker that is an affiliate of the Fund’s custodian, which may affect the quality of execution provided by such broker. Stock Connect restrictions could also limit the ability of a Fund to sell its China A-Shares in a timely manner, or to sell them at all. Further, different fees, costs and taxes are imposed on foreign investors acquiring China A-Shares acquired through Stock Connect, and these fees, costs and taxes may be higher than comparable fees, costs and taxes imposed on owners of other securities providing similar investment exposure.
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EuroZone-Related Risk. A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. Additional EU member countries may also fall subject to such difficulties. These events could negatively affect the value and liquidity of the Fund’s investments in euro-denominated securities and derivatives contracts, securities of issuers located in the EU or with significant exposure to EU issuers or countries. If the euro is dissolved entirely, the legal and contractual consequences for holders of euro-denominated obligations and derivative contracts would be determined by laws in effect at such time. Such investments may continue to be held, or purchased, to the extent consistent with the Fund’s investment objective and permitted under applicable law. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of your investment in the Fund.
Certain countries in the EU have had to accept assistance from supra-governmental agencies such as the International Monetary Fund, the European Stability Mechanism (the ESM) or other supra-governmental agencies. The European Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing costs.
There can be no assurance that these agencies will continue to intervene or provide further assistance and markets may react adversely to any expected reduction in the financial support provided by these agencies. Responses to the financial problems by European governments, central banks and others including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. In addition, one or more countries may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, could be significant and far-reaching.
Event-Driven Trading Risk. The Fund may seek to profit from the occurrence of specific corporate or other events. A delay in the timing of these events, or the failure of these events to occur at all, may have a significant negative effect on the Fund’s performance.
Event-driven investing requires the relevant manager to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies, a meaningful change in management or the sale of a division or other significant assets by a company may not be valued as highly by the market as the manager had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses to investors.
Event-Linked Instruments Risk. The Fund may seek to profit from investment in debt securities whose performance is linked to the occurrence of specific “trigger” events, such as a hurricane, earthquake, or other physical or weather-related phenomena. If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, the Fund may lose a portion or all of its principal invested in the bond or suffer a reduction in credited interest. Some event-linked bonds have features that delay the return of capital upon the occurrence of a specified event; in these cases, whether or not there is loss of capital or interest, the return on the investment may be significantly lower during the extension period. Bonds commonly referred to as “catastrophe bonds” are a type of event-linked instrument in which the Fund may invest. Catastrophe bonds may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities (such special purpose entities are created to accomplish a narrow and well-defined objective, such as the issuance of a note in connection with a reinsurance transaction). The return on these securities is tied primarily to property insurance risk and is analogous to underwriting insurance in certain circumstances. By isolating insurance risk, these securities are largely uncorrelated to other more traditional investments. Risks associated with investment in catastrophe bonds would include, for example, a major hurricane or similar catastrophe striking a heavily populated area of the East Coast of the United States or a major earthquake with an epicenter in an urban area on the West Coast of the United States. In addition to specified trigger events, catastrophe bonds may expose the Fund to other risks, such as credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, adverse tax consequences, liquidity risk, and foreign exchange risk. Event-linked exposure often provides for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. From time to time, the volume of catastrophe bonds available in the market may be insufficient to enable the Fund to invest as great a percentage of its assets in catastrophe bonds as it would like.
Exchange-Traded Fund (ETF) Risk. Investments in ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in ETFs. An ETF’s share price may not track its specified market index (if any) and may trade below its NAV. Certain ETFs use a “passive” investment strategy and do not take defensive positions in volatile or declining markets. Other ETFs in which the Fund may invest are actively managed ETFs (i.e., they do not track a particular benchmark), which indirectly subjects the Fund to active management risk. An active secondary market in an ETF’s shares may not develop or be maintained and may be halted or interrupted due to actions by its listing exchange, unusual market conditions or other reasons. There can be no assurance an ETF’s shares will continue to be listed on an active exchange. In addition, shareholders bear both their proportionate share of the Fund’s expenses and, indirectly, the ETF’s expenses, incurred through the Fund’s ownership of the ETF. Because the expenses and costs of an underlying ETF are shared by its investors,
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redemptions by other investors in the ETF could result in decreased economies of scale and increased operating expenses for such ETF. These transactions might also result in higher brokerage, tax or other costs for the ETF. This risk may be particularly important when one investor owns a substantial portion of the ETF.
The Funds generally expect to purchase shares of ETFs through broker-dealers in transactions on a securities exchange, and in such cases the Funds will pay customary brokerage commissions for each purchase and sale. Shares of an ETF may also be acquired by depositing a specified portfolio of the ETF’s underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit, with the ETF’s custodian, in exchange for which the ETF will issue a quantity of new shares sometimes referred to as a “creation unit.” Similarly, shares of an ETF purchased on an exchange may be accumulated until they represent a creation unit, and the creation unit may be redeemed in kind for a portfolio of the underlying securities (based on the ETF’s NAV) together with a cash payment generally equal to accumulated dividends as of the date of redemption. The Funds may redeem creation units for the underlying securities (and any applicable cash), and may assemble a portfolio of the underlying securities (and any required cash) to purchase creation units. The Funds’ ability to redeem creation units may be limited by the 1940 Act, which provides that ETFs, the shares of which are purchased in reliance on Section 12(d)(1)(F) of the 1940 Act, will not be obligated to redeem such shares in an amount exceeding one percent of their total outstanding securities during any period of less than 30 days.
Exchange-Traded Notes Risk. Exchange-traded notes (ETNs) are unsecured, unsubordinated debt securities that expose the Fund to the risk that an ETN’s issuer may be unable to pay, which means that the Fund is subject to issuer credit risk, including that the value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying benchmark or strategy remaining unchanged. ETNs do not typically offer principal protection, so the Fund may lose some or all of its investment. The returns of ETNs are usually linked to the performance of a market benchmark or strategy, less investor fees and expenses. The Fund will bear its proportionate share of the fees and expenses of the ETN, which may cause the Fund’s returns to be lower. The return on ETNs will typically be lower than the total return on a direct investment in the components of the underlying index or strategy because of the ETN’s investor fees and expenses. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in the underlying market, changes in the applicable interest rates, and economic, legal, political, or geographic events that affect the referenced underlying benchmark or strategy.
Foreign Currency Risk. The performance of the Fund may be materially affected positively or negatively by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund invests a significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short or long periods of time for a number of reasons, including changes in interest rates, imposition of currency controls and economic or political developments in the U.S. or abroad. The Fund may also incur currency conversion costs when converting foreign currencies into U.S. dollars and vice versa. Restrictions on currency trading may be imposed by foreign countries, which may adversely affect the value of your investment in the Fund. Even though the currencies of some countries may be pegged to the U.S. dollar, the conversion rate may be controlled by government regulation or intervention at levels significantly different than what would prevail in a free market. Significant revaluations of the U.S. dollar exchange rate of these currencies could cause substantial reductions in the Fund’s NAV.
Foreign Currency-Related Tax Risk. As a regulated investment company (RIC), the Fund must derive at least 90% of its gross income for each taxable year from sources treated as “qualifying income” under the Internal Revenue Code of 1986, as amended. The Fund may gain exposure to local currency markets through forward currency contracts. Although foreign currency gains currently constitute “qualifying income,” the Internal Revenue Service has the authority to issue regulations excluding from the definition of “qualifying income” a RIC’s foreign currency gains not “directly related” to its “principal business” of investing in stock or securities (or options and futures with respect thereto). Such regulations might treat gains from some of the Fund’s foreign currency-denominated positions as not qualifying income and there is a possibility that such regulations might be applied retroactively, in which case, the Fund might not qualify as a RIC for one or more years. In the event the Internal Revenue Service issues such regulations, the Fund’s Board may authorize a significant change in investment strategy or the Fund’s liquidation.
Foreign Securities Risk. Investments in or exposure to foreign securities involve certain risks not associated with investments in or exposure to securities of U.S. companies. For example, foreign markets can be extremely volatile. Foreign securities may also be less liquid than securities of U.S. companies so that the Fund may, at times, be unable to sell foreign securities at desirable times or prices. Brokerage commissions, custodial costs and other fees are also generally higher for foreign securities. The Fund may have limited or no legal recourse in the event of default with respect to certain foreign securities, including those issued by foreign governments. In addition, foreign governments may impose withholding or other taxes on the Fund’s income, capital gains or proceeds from the disposition of foreign securities, which could reduce the Fund’s return on such securities. In some cases, such withholding or other taxes could potentially be confiscatory. Other risks include: possible delays in the settlement of transactions or in the payment of income; generally less publicly available information about foreign companies; the impact of economic, political, social, diplomatic or other conditions or events (including, for example, military confrontations, war and
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terrorism), possible seizure, expropriation or nationalization of a company or its assets or the assets of a particular investor or category of investors; accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to domestic companies; the imposition of economic and other sanctions against a particular foreign country, its nationals or industries or businesses within the country; and the generally less stringent standard of care to which local agents may be held in the local markets. In addition, it may be difficult to obtain reliable information about the securities and business operations of certain foreign issuers. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a country’s securities market is, the greater the level of risks. The risks posed by sanctions against a particular foreign country, its nationals or industries or businesses within the country may be heightened to the extent the Fund invests significantly in the affected country or region or in issuers from the affected country that depend on global markets. Additionally, investments in certain countries may subject the Fund to a number of tax rules, the application of which may be uncertain. Countries may amend or revise their existing tax laws, regulations and/or procedures in the future, possibly with retroactive effect. Changes in or uncertainties regarding the laws, regulations or procedures of a country could reduce the after-tax profits of the Fund, directly or indirectly, including by reducing the after-tax profits of companies located in such countries in which the Fund invests, or result in unexpected tax liabilities for the Fund. The performance of the Fund may also be negatively affected by fluctuations in a foreign currency's strength or weakness relative to the U.S. dollar, particularly to the extent the Fund invests a significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short or long periods of time for a number of reasons, including changes in interest rates, imposition of currency exchange controls and economic or political developments in the U.S. or abroad. The Fund may also incur currency conversion costs when converting foreign currencies into U.S. dollars and vice versa.
Operational and Settlement Risks of Foreign Securities. The Fund’s foreign securities are generally held outside the United States in the primary market for the securities in the custody of certain eligible foreign banks and trust companies (“foreign sub-custodians”), as permitted under the Investment Company Act of 1940 (the 1940 Act). Settlement practices for foreign securities may differ from those in the United States. Some countries have limited governmental oversight and regulation of industry practices, stock exchanges, depositories, registrars, brokers and listed companies, which increases the risk of corruption and fraud and the possibility of losses to the Fund. In particular, under certain circumstances, foreign securities may settle on a delayed delivery basis, meaning that the Fund may be required to make payment for securities before the Fund has actually received delivery of the securities or deliver securities prior to the receipt of payment. Typically, in these cases, the Fund will receive evidence of ownership in accordance with the generally accepted settlement practices in the local market entitling the Fund to delivery or payment at a future date, but there is a risk that the security will not be delivered to the Fund or that payment will not be received, although the Fund and its foreign sub-custodians take reasonable precautions to mitigate this risk. Losses can also result from lost, stolen or counterfeit securities; defaults by brokers and banks; failures or defects of the settlement system; or poor and improper record keeping by registrars and issuers.
Share Blocking. Share blocking refers to a practice in certain foreign markets under which an issuer’s securities are blocked from trading at the custodian or sub-custodian level for a specified number of days before and, in certain instances, after a shareholder meeting where a vote of shareholders takes place. The blocking period can last up to several weeks. Share blocking may prevent the Fund from buying or selling securities during this period, because during the time shares are blocked, trades in such securities will not settle. It may be difficult or impossible to lift blocking restrictions, with the particular requirements varying widely by country. As a consequence of these restrictions, the Investment Manager, on behalf of the Fund, may abstain from voting proxies in markets that require share blocking.
Forward Commitments on Mortgage-Backed Securities (including Dollar Rolls) Risk. When purchasing mortgage-backed securities in the “to be announced” (TBA) market (MBS TBAs), the seller agrees to deliver mortgage-backed securities for an agreed upon price on an agreed upon date, but may make no guarantee as to the specific securities to be delivered. In lieu of taking delivery of mortgage-backed securities, the Fund could enter into dollar rolls, which are transactions in which the Fund sells securities to a counterparty and simultaneously agrees to purchase those or similar securities in the future at a predetermined price. Dollar rolls involve the risk that the market value of the securities the Fund is obligated to repurchase may decline below the repurchase price, or that the counterparty may default on its obligations. These transactions may also increase the Fund’s portfolio turnover rate. If the Fund reinvests the proceeds of the security sold, the Fund will also be subject to the risk that the investments purchased with such proceeds will decline in value (a form of leverage risk). MBS TBAs and dollar rolls are subject to the risk that the counterparty to the transaction may not perform or be unable to perform in accordance with the terms of the instrument.
Frontier Market Risk. Frontier market countries generally have smaller economies and even less developed capital markets than typical emerging market countries (which themselves have increased investment risk relative to more developed market countries) and, as a result, the Fund’s exposure to risks associated with investing in emerging market countries are magnified when the Fund invests in frontier market countries. The increased risks include: the potential for extreme price volatility and illiquidity in frontier market countries; government ownership or control of parts of the private sector and of certain companies;
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trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Securities issued by foreign governments or companies in frontier market countries are even more likely than emerging markets securities to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk .
Fund-of-Funds Risk. Determinations regarding asset classes or underlying funds and the Fund’s allocations thereto may not successfully achieve the Fund’s investment objective, in whole or in part. The selected underlying funds’ performance may be lower than the performance of the asset class they were selected to represent or may be lower than the performance of alternative underlying funds that could have been selected to represent the asset class. The Fund also is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds. Therefore, to the extent that the Fund invests significantly in a particular underlying fund, the Fund’s performance would be significantly impacted by the performance of such underlying fund. Generally, by investing in a combination of underlying funds, the Fund has exposure to the risks of many areas of the market. By concentrating its investments in relatively few underlying funds, the Fund may have more concentrated market exposures, subjecting the Fund to greater risk of loss should those markets decline or fail to rise. The ability of the Fund to realize its investment objective will depend, in large part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their respective investment objectives. The performance of underlying funds could be adversely affected if other entities that invest in the same underlying funds make relatively large investments or redemptions in such underlying funds. The Fund, and its shareholders, indirectly bear a portion of the expenses of any funds in which the Fund invests. Because the expenses and costs of each underlying fund are shared by its investors, redemptions by other investors in an underlying fund could result in decreased economies of scale and increased operating expenses for such underlying fund. These transactions might also result in higher brokerage, tax or other costs for an underlying fund. This risk may be particularly important when one investor owns a substantial portion of an underlying fund. The Investment Manager may have potential conflicts of interest in selecting affiliated funds (for which it receives management fees) over unaffiliated funds (for which it does not receive management fees) for investment by the Fund, and may also face potential conflicts of interest in selecting affiliated funds, because the fees the Investment Manager receives from some underlying funds may be higher than the fees paid by other underlying funds. Also, to the extent that the Fund is constrained/restricted from investing (or investing further) in a particular underlying fund for one or more reasons (e.g., underlying fund capacity constraints or regulatory restrictions) or if the Fund chooses to sell its investment in an underlying fund because of poor investment performance or for other reasons, the Fund may have to invest in another underlying fund(s), including less desirable funds – from a strategy or investment performance standpoint – which could have a negative impact on Fund performance. In addition, Fund performance could be negatively impacted if an appropriate alternate underlying fund(s) does not present itself in a timely manner or at all.
Geographic Focus Risk. The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within the specific geographic regions in which the Fund invests. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund.
Global Economic Risk. Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region or across the globe. For instance, a significant slowdown in China’s economy is adversely affecting worldwide commodity prices and the economies of many countries, especially those that depend heavily on commodity production and/or trade with China. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations. The imposition of sanctions by the United States or another government on a country could cause disruptions to the country’s financial system and economy, which could negatively impact the value of securities.
At a referendum in June 2016, the citizens of the United Kingdom (the UK) voted to leave the European Union (EU), thereby initiating the British exit from the EU (commonly known as “Brexit”). In March 2017, the UK formally invoked Article 50 of the Treaty of Lisbon to begin the process under which the UK shall withdraw from the EU in due course. Upon invoking Article 50, the UK triggered a two-year period for negotiation of the terms of the withdrawal from the EU. However, there remains a significant degree of uncertainty about how negotiations relating to the UK’s withdrawal from the EU and new trade agreements will be conducted, as well as the potential consequences and precise timeframe for Brexit. During the negotiating period and beyond, the impact of Brexit on the UK and European economies and the broader global economy could be significant, resulting in negative impacts on currency and financial markets generally, such as increased volatility and illiquidity, and potentially lower economic growth in markets in the UK, Europe and globally, which may adversely affect the value of your investment in the Fund.
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The UK has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of the UK. The City of London’s economy is dominated by financial services, some of which may have to move outside of the UK post-referendum (e.g., currency trading, international settlement). Under the terms of Brexit, banks may be forced to move staff and comply with two separate sets of rules or lose business to banks in Europe. Furthermore, Brexit creates the potential for decreased trade, the possibility of capital outflows from the UK, devaluation of the pound sterling, the cost of higher corporate bond spreads due to uncertainty, and the risk that all the above could damage business and consumer spending as well as foreign direct investment. As a result of Brexit, the British economy and its currency may be negatively impacted by changes to its economic and political relations with the EU and other countries. Any further exits from the EU, or the possibility of such exits, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties.
The impact of Brexit in the near- and long-term is still unknown and could have additional adverse effects on economies, financial markets, currencies and asset valuations around the world. Any attempt by the Fund to hedge against or otherwise protect its portfolio or to profit from such circumstances may fail and, accordingly, an investment in the Fund could lose money over short or long periods.
Growth Securities Risk. Growth securities typically trade at a higher multiple of earnings than other types of equity securities. Accordingly, the market values of growth securities may never reach their expected market value and may decline in price. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.
Hedging Transactions Risk. The Fund may invest in securities and utilize financial instruments for a variety of hedging purposes. Hedging transactions may limit the opportunity for gain if the value of the portfolio position should increase. There can be no assurance that the Fund will engage in hedging transactions at any given time, even under volatile market conditions, or that any hedging transactions the Fund engages in will be successful. Moreover, it may not be possible for the Fund to enter into a hedging transaction at a price sufficient to protect its assets. The Fund may not anticipate a particular risk so as to hedge against it.
Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions’ value. Such hedging transactions also limit the opportunity for gain if the value of the portfolio position should increase. Moreover, it may not be possible for the Fund to hedge against an exchange rate, interest rate or security price fluctuation that is so generally anticipated that the Fund is not able to enter into a hedging transaction at a price sufficient to protect its assets from the decline in value of the portfolio positions anticipated as a result of such fluctuations.
The Fund is not required to attempt to hedge portfolio positions and, for various reasons, may determine not to do so. Furthermore, the Fund may not anticipate a particular risk so as to hedge against it. While the Fund may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Fund than if the Fund had not engaged in any such hedging transaction. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio position being hedged may vary. For a variety of reasons, the Fund may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Fund’s portfolio holdings. Moreover, it should be noted that a portfolio will always be exposed to certain risks that cannot be hedged, such as credit risk (relating both to particular securities and counterparties) and liquidity risk.
High-Yield Investments Risk. Securities and other debt instruments held by the Fund that are rated below investment grade (commonly called “high-yield” or “junk” bonds) and unrated debt instruments of comparable quality tend to be more sensitive to credit risk than higher-rated debt instruments and may experience greater price fluctuations in response to perceived changes in the ability of the issuing entity or obligor to pay interest and principal when due than to changes in interest rates. These investments are generally more likely to experience a default than higher-rated debt instruments. High-yield debt instruments are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. These debt instruments typically pay a premium – a higher interest rate or yield – because of the increased risk of loss, including default. High-yield debt instruments may require a greater degree of judgment to establish a price, may be difficult to sell at the time and price the Fund desires, may carry high transaction costs, and also are generally less liquid than higher-rated debt instruments. The ratings provided by third party rating agencies are based on analyses by these ratings agencies of the credit quality of the debt instruments and may not take into account every risk related to whether interest or principal will be timely repaid. In adverse economic and other circumstances, issuers of lower-rated debt instruments are more likely to have difficulty making principal and interest payments than issuers of higher-rated debt instruments.
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Highly Leveraged Transactions Risk. The loans or other debt instruments in which the Fund invests may consist of transactions involving refinancings, recapitalizations, mergers and acquisitions and other financings for general corporate purposes. The Fund’s investments also may include senior obligations of a borrower issued in connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code (commonly known as “debtor-in-possession” financings), provided that such senior obligations are determined by the Fund’s portfolio managers to be a suitable investment for the Fund. In such highly leveraged transactions, the borrower assumes large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. Such business objectives may include but are not limited to: management’s taking over control of a company (leveraged buy-out); reorganizing the assets and liabilities of a company (leveraged recapitalization); or acquiring another company. Loans or other debt instruments that are part of highly leveraged transactions involve a greater risk (including default and bankruptcy) than other investments.
Impairment of Collateral Risk. The value of collateral, if any, securing a loan can decline, and may be insufficient to meet the borrower’s obligations or difficult or costly to liquidate. In addition, the Fund’s access to collateral may be limited by bankruptcy or other insolvency laws. Further, certain floating rate and other loans may not be fully collateralized and may decline in value.
Inflation Risk. Inflation risk is the uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors.
Inflation-Protected Securities Risk. Inflation-protected debt securities tend to react to changes in real interest rates. Real interest rates can be described as nominal interest rates minus the expected impact of inflation. In general, the price of an inflation-protected debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-protected debt securities will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary bonds. In periods of deflation, the Fund may have no income at all from such investments. Income earned by a shareholder depends on the amount of principal invested, and that principal will not grow with inflation unless the shareholder reinvests the portion of Fund distributions that comes from inflation adjustments. A Fund’s investment in certain inflation-protected debt securities may generate taxable income in excess of the interest they pay to the Fund, which may cause the Fund to sell investments to obtain cash to make income distributions to shareholders, including at times when it may not be advantageous to do so.
IPO Risk. IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent the Fund determines to invest in IPOs, it may not be able to invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO are available to the Fund. The investment performance of the Fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the Fund is able to do so. In addition, as the Fund increases in size, the impact of IPOs on the Fund’s performance will generally decrease. IPOs sold within 12 months of purchase may result in increased short-term capital gains, which will be taxable to the Fund’s shareholders as ordinary income.
Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of loans and other debt instruments tend to fall, and if interest rates fall, the values of loans and other debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income the Fund receives from it but will generally affect the value of your investment in the Fund. Changes in interest rates may also affect the liquidity of the Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. Interest rate declines also may increase prepayments of debt obligations, which, in turn, would increase prepayment risk. Similarly, a period of rising interest rates may negatively impact the Fund’s performance. Actions by governments and central banking authorities can result in increases in interest rates. Such actions may negatively affect the value of debt instruments held by the Fund, resulting in a negative impact on the Fund's performance and NAV. Debt instruments with floating coupon rates are typically less sensitive to interest rate changes, but these debt instruments may decline in value if their coupon rates do not rise as much as, or keep pace with, yields on such types of debt instruments. Because rates on certain floating rate loans and other debt instruments reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause fluctuations in the Fund’s NAV. Any interest rate increases could cause the value of the Fund’s investments in debt instruments to decrease. Rising interest rates may prompt redemptions from the Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses.
Investing in Other Funds Risk. The Fund’s investment in other funds (affiliated and/or unaffiliated funds, including exchange-traded funds (ETFs)) subjects the Fund to the investment performance (positive or negative) and risks of the underlying funds in direct proportion to the Fund’s investment therein. In addition, investments in ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in ETFs. The performance of the underlying funds could be adversely affected if other investors in the same underlying funds make relatively large investments or redemptions in such underlying funds. The Fund, and its shareholders, indirectly bear a portion of the expenses of any funds in
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which the Fund invests. Because the expenses and costs of an underlying fund are shared by its investors, redemptions by other investors in the underlying funds could result in decreased economies of scale and increased operating expenses for such underlying fund. These transactions might also result in higher brokerage, tax or other costs for the underlying funds. This risk may be particularly important when one investor owns a substantial portion of the underlying funds. The Investment Manager may have potential conflicts of interest in selecting affiliated underlying funds for investment by the Fund because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds, as well as a potential conflict in selecting affiliated funds over unaffiliated funds. Also, to the extent that the Fund is constrained/restricted from investing (or investing further) in a particular underlying fund for one or more reasons (e.g., underlying fund capacity constraints or regulatory restrictions) or if the Fund chooses to sell its investment in an underlying fund because of poor investment performance or for other reasons, the Fund may have to invest in other underlying funds, including less desirable funds – from a strategy or investment performance standpoint – which could have a negative impact on Fund performance. In addition, Fund performance could be negatively impacted if an appropriate alternate underlying fund does not present itself in a timely manner or at all.
Issuer Risk. An issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its loans or securities may therefore decline, which would negatively affect the Fund’s performance. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters or other events, conditions or factors. The market capitalization of an issuer may also impact its risk profile. Investments in larger, more established companies may involve certain risks associated with their larger size. For instance, larger, more established companies may be less able to respond quickly to new competitive challenges, such as changes in consumer tastes or innovation from smaller competitors. Also, larger companies are sometimes less able to attain the high growth rates of successful smaller companies, especially during extended periods of economic expansion.
Large Fund Investor Risk. The Fund may from time to time sell a substantial amount of its shares to relatively few investors or a single investor, including other funds advised by the Investment Manager, or third parties. Sales to and redemptions from large investors may be very substantial relative to the size of the Fund and carry potentially adverse effects. While it is not possible to predict the overall effect of such sales and redemptions, such transactions may adversely affect the Fund’s performance to the extent that the Fund is required to invest cash received in connection with a sale or to sell a substantial amount of its portfolio securities to facilitate a redemption, in either case, a time when the Fund would otherwise prefer not to invest or sell, such as in an up market or down market, respectively. Such transactions may also increase the Fund’s transaction costs, which would also detract from Fund performance, while also having potentially negative tax consequences to investors. The Fund, because of a large redemption, may be forced to sell its liquid or more liquid positions, resulting in the Fund holding a higher percentage of less liquid or illiquid securities (securities that may be unable to sell at a favorite time or price). Because the expenses and costs of the Fund are shared by its investors, large redemptions in the Fund could result in decreased economies of scale and increased operating expenses for non-redeeming Fund shareholders. In addition, in the event of a Fund proxy proposal, a large investor(s) could dictate with its/their vote the results of the proposal, which may have a less favorable impact on minority-stake shareholders.
Leverage Risk. Leverage occurs when the Fund increases its assets available for investment using borrowings, short sales, derivatives, or similar instruments or techniques. Use of leverage can produce volatility and may exaggerate changes in the NAV of Fund shares and in the return on the Fund’s portfolio, which may increase the risk that the Fund will lose more than it has invested. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet any required asset segregation or position coverage requirements. Futures contracts, options on futures contracts, forward contracts and other derivatives can allow the Fund to obtain large investment exposures in return for meeting relatively small margin requirements. As a result, investments in those transactions may be highly leveraged. If the Fund uses leverage, through the purchase of particular instruments such as derivatives, the Fund may experience capital losses that exceed the net assets of the Fund. Because short sales involve borrowing securities and then selling them, the Fund’s short sales effectively leverage the Fund’s assets. The Fund’s assets that are used as collateral to secure the Fund’s obligations to return the securities sold short may decrease in value while the short positions are outstanding, which may force the Fund to use its other assets to increase the collateral. Leverage can create an interest expense that may lower the Fund's overall returns. Leverage presents the opportunity for increased net income and capital gains, but may also exaggerate the Fund's volatility and risk of loss. There can be no guarantee that a leveraging strategy will be successful.
Liquidity Risk. Liquidity risk is the risk associated with any event, circumstance, or characteristic of an investment or market that negatively impacts the Fund’s ability to sell, or realize the proceeds from the sale of, an investment at a desirable time or price. Liquidity risk may arise because of, for example, a lack of marketability of the investment. Decreases in the number of financial institutions, including banks and broker-dealers willing to make markets (match up sellers and buyers) in the Fund’s investments or decreases in their capacity or willingness to trade such investments may increase the Fund’s exposure to this risk. The debt market has experienced considerable growth, and financial institutions making markets in instruments purchased and sold by the Fund (e.g., bond dealers) have been subject to increased regulation. The impact of that growth and regulation on the
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ability and willingness of financial institutions to engage in trading or “making a market” in such instruments remains unsettled. As a result, the Fund, when seeking to sell its portfolio investments, could find that selling is more difficult than anticipated, especially during times of high market volatility. Market participants attempting to sell the same or a similar instrument at the same time as the Fund could exacerbate the Fund’s exposure to liquidity risk. The Fund may have to accept a lower selling price for the holding, sell other investments that it might otherwise prefer to hold, or forego another more appealing investment opportunity. Certain investments that were liquid when purchased by the Fund may later become illiquid, particularly in times of overall economic distress. Changing regulatory, market or other conditions or environments (for example, the interest rate or credit environments) may also adversely affect the liquidity and the price of the Fund's investments. Certain types of investments, such as structured notes and non-investment grade debt instruments, as an example, may be especially subject to liquidity risk. Floating rate loans also generally are subject to legal or contractual restrictions on resale and may trade infrequently on the secondary market. The value of the loan to the Fund may be impaired in the event that the Fund needs to liquidate such loans. The inability to purchase or sell floating rate loans and other debt instruments at a fair price may have a negative impact on the Fund’s performance. Securities or other assets in which the Fund invests may be traded in the over-the-counter market rather than on an exchange and therefore may be more difficult to purchase or sell at a fair price. Judgment plays a larger role in valuing illiquid or less liquid investments as compared to valuing liquid or more liquid investments. Price volatility may be higher for illiquid or less liquid investments as a result of, for example, the relatively less frequent pricing of such securities (as compared to liquid or more liquid investments). Generally, the less liquid the market at the time the Fund sells a portfolio investment, the greater the risk of loss or decline of value to the Fund. Overall market liquidity and other factors can lead to an increase in Fund redemptions, which may negatively impact Fund performance and NAV, including, for example, if the Fund is forced to sell investments in a down market.
Governments and their regulatory agencies and self-regulatory organizations may take actions that affect the regulation of the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Fund or the Investment Manager or any Fund subadviser, as the case may be, are regulated or supervised. Such legislation or regulation could affect or preclude a Fund’s ability to achieve its investment objective.
Governments and their regulatory agencies and self-regulatory organizations may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of a Fund’s portfolio holdings. Furthermore, volatile financial markets can expose the Funds to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Funds.
While the Investment Manager and any subadvisers can endeavor to take various preventative measures to address liquidity risk, including conducting periodic portfolio risk analysis/management and stress-testing, such measures may not be successful and may not have fully accounted for the specific circumstances that ultimately impact a Fund and its holdings.
Listed Private Equity Fund Investment Risk. Private equity funds include financial institutions or vehicles whose principal business is to invest in and lend capital to privately held companies. The Fund is subject to the underlying risks that affect private equity funds in which it invests, which may include increased liquidity risk, valuation risk, sector risk and credit risk. Limited or incomplete information about the companies in which private equity funds invest, and relatively concentrated investment portfolios of private equity funds, may expose the Fund to greater volatility and risk of loss. Fund investment in private equity funds subjects Fund shareholders indirectly to the fees and expenses incurred by private equity funds.
Loan Assignment/Loan Participation Risk. If a bank loan is acquired through an assignment, the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. If a bank loan is acquired through a participation, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, and the Fund may not benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation.
Loan Interests Risk. Loan interests may not be considered “securities,” and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws. Loan interests generally are subject to restrictions on transfer, and the Fund may be unable to sell loan interests at a time when it may otherwise be desirable to do so or may be able to sell them only at prices that are less than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and typically have extended settlement periods (generally greater than 7 days), which expose the Fund to the risk that the receipt of principal and interest payments may be delayed until the loan interest settles. Extended settlement periods during significant Fund redemption activity could potentially cause short-term liquidity demands within the Fund. In seeking to meet liquidity demands, the Fund could be forced to sell investments at unfavorable prices, or borrow money or effect short settlements when possible (at a cost to the Fund), in an effort to generate
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sufficient cash to pay redeeming shareholders. The Fund’s actions in this regard may not be successful. Interests in loans made to finance highly leveraged companies or transactions, such as corporate acquisitions, may be especially vulnerable to adverse changes in economic or market conditions.
Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets, although many covenants may be waived or modified with the consent of a certain percentage of the holders of the loans even if the Fund does not consent. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In most loan agreements there is no formal requirement to pledge additional collateral. In the event the borrower defaults, the Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, there is a risk that a court could take action with respect to a loan that is adverse to the holders of the loan, including the Fund. Such actions may include invalidating the loan, the lien on the collateral, the priority status of the loan, or ordering the refund of interest previously paid by the borrower. Any such actions by a court could adversely affect the Fund’s performance. A default or expected default of a loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it. In order to enforce its rights in the event of a default, bankruptcy or similar situation, the Fund may be required to retain legal or similar counsel. This may increase the Fund’s operating expenses and adversely affect its NAV. Loans that have a lower priority for repayment in an issuer’s capital structure may involve a higher degree of overall risk than more senior loans of the same borrower. In the event of a default, second lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the first lien secured lenders. The remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. In addition, if a secured loan is foreclosed, the Fund would likely bear the costs and liabilities associated with owning and disposing of the collateral. The collateral may be difficult to sell and the Fund would bear the risk that the collateral may decline in value while the Fund is holding it. From time to time, disagreements may arise amongst the holders of loans and debt in the capital structure of an issuer, which may give rise to litigation risks, including the risk that a court could take action adverse to the holders of the loan, which could negatively impact the Fund’s performance.
The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a participation interest in a loan that is held by another party. When the Fund’s loan interest is a participation, the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have any direct rights against the borrower. As a participant, the Fund also would be subject to the risk that the party selling the participation interest would not remit the Fund’s pro rata share of loan payments to the Fund. It may also be difficult for the Fund to obtain an accurate picture of a lending bank’s financial condition.
Macro Strategy Risk. The profitability of any macro program depends primarily on the ability of its manager to predict derivative contract price movements to implement investment ideas regarding macroeconomic trends. Price movements for commodity interests are influenced by, among other things: changes in interest rates; governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; weather and climate conditions; natural disasters, such as hurricanes; changing supply and demand relationships; changes in balances of payments and trade; U.S. and international rates of inflation and deflation; currency devaluations and revaluations; U.S. and international political and economic events; and changes in philosophies and emotions of market participants. The manager’s trading methods may not take all of these factors into account.
The global macro programs to which the Fund’s investments are exposed typically use derivative financial instruments that are actively traded using a variety of strategies and investment techniques that involve significant risks. The derivative financial instruments traded include commodities, currencies, futures, options and forward contracts and other derivative instruments that have inherent leverage and price volatility that result in greater risk than instruments used by typical mutual funds, and the systematic programs used to trade them may rely on proprietary investment strategies that are not fully disclosed, which may in turn result in risks that are not anticipated.
Market Risk. Market risk refers to the possibility that the market values of securities or other investments that the Fund holds will fall, sometimes rapidly or unpredictably, or fail to rise. The value of Fund investments may fall or fail to rise because of a variety of actual or perceived factors affecting an issuer (e.g., an unfavorable earnings report), the industry or sector in which it operates, or the market as a whole, which may reduce the value of an investment in the Fund. Accordingly, an investment in the Fund could lose money over short or long periods. The market values of the investments the Fund holds can be affected by changes or potential or perceived changes in U.S. or foreign economies, financial markets, interest rates and the liquidity of these investments, among other factors. In addition, as the share of assets invested in passive index-based strategies increases, price correlations among the securities included in an index may increase and the market value of securities, including those included in one or more market indices, may become less correlated with their underlying values. Because index-based strategies
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generally buy or sell securities based solely on their inclusion in an index, securities prices may rise or fall based on whether money is flowing into or out of these strategies rather than based on an analysis of the securities’ underlying values. This valuation disparity could lead to increased price volatility for individual securities, and the market as a whole, which may result in Fund losses.
Master Limited Partnership Risk. Investments in securities (units) of master limited partnerships involve risks that differ from an investment in common stock. Holders of these units have more limited rights to vote on matters affecting the partnership. These units may be subject to cash flow and dilution risks. There are also certain tax risks associated with such an investment. In particular, the Fund’s investment in master limited partnerships can be limited by the Fund’s intention to qualify as a regulated investment company for U.S. federal income tax purposes, and can limit the Fund’s ability to so qualify. In addition, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of a master limited partnership, including a conflict arising as a result of incentive distribution payments. In addition, there are risks related to the general partner’s right to require unit holders to sell their common units at an undesirable time or price.
Mid-Cap Company Securities Risk. Securities of mid-capitalization companies (mid-cap companies) can, in certain circumstances, have more risk than securities of larger capitalization companies (larger companies). For example, mid-cap companies may be more vulnerable to market downturns and adverse business or economic events than larger companies because they may have more limited financial resources and business operations. Mid-cap companies are also more likely than larger companies to have more limited product lines and operating histories and to depend on smaller and generally less experienced management teams. Securities of mid-cap companies may trade less frequently and in smaller volumes and may fluctuate more sharply in value than securities of larger companies. When the Fund takes significant positions in mid-cap companies with limited trading volumes, the liquidation of those positions, particularly in a distressed market, could be difficult and result in Fund investment losses that would affect the value of your investment in the Fund. In addition, some mid-cap companies may not be widely followed by the investment community, which can lower the demand for their stocks.
Model and Technology Risk. Investment strategies or programs that are fundamentally dependent on proprietary or licensed technology, such as, among other things, hardware, software, model-based strategies, data gathering systems, order execution, and trade allocation systems, and/or risk management systems may not be successful on an ongoing basis or could contain errors, omissions, imperfections, or malfunctions. Any such errors, imperfections or limitations in a model could affect the ability of the manager to implement strategies. Despite testing, monitoring and independent safeguards, these errors may result in, among other things, execution and allocation failures and failures to properly gather, organize and analyze amounts of data from third parties and other external sources. More specifically, as it is not possible or practicable for a manager to factor all relevant, available data into quantitative model forecasts and/or trading decisions, managers (and/or affiliated licensors of such data) will use their discretion to determine what data to gather with respect to an investment strategy and what subset of that data the models will take into account to produce forecasts that may have an impact on ultimate trading decisions, all of which may have a negative effect on the Fund.
Errors are often extremely difficult to detect and some may go undetected for long periods of time and some may never be detected. The adverse impact caused by these errors can compound over time. A manager (and/or the licensor of the models or technology) may detect certain errors that it chooses, in its sole discretion, not to address or fix. By necessity, models make simplifying assumptions that limit their efficacy. Models that appear to explain prior market data can fail to predict future market events. Moreover, an increasing number of market participants may rely on models that are similar to those used by a manager (or an affiliate of a manager), which may result in a substantial number of market participants taking the same action with respect to an investment. Should one or more of these other market participants begin to divest themselves of one or more portfolio investments, the Fund could suffer losses. Additionally, shareholders should be aware that there is no guarantee that a manager that uses quantitative techniques will use any specific data or type of data in generating forecasts or making trading decisions on behalf of the Fund, nor is there any guarantee that the data actually utilized in generating forecasts or making trading decisions on behalf of the Fund will be (i) the most accurate data available or (ii) free from errors.
Money Market Fund Investment Risk. An investment in a money market fund is not a bank deposit and is not insured or guaranteed by any bank, the FDIC or any other government agency. Certain money market funds float their NAV while others seek to preserve the value of investments at a stable NAV (typically $1.00 per share). An investment in a money market fund, even an investment in a fund seeking to maintain a stable NAV per share, is not guaranteed and it is possible for the Fund to lose money by investing in these and other types of money market funds. If the liquidity of a money market fund’s portfolio deteriorates below certain levels, the money market fund may suspend redemptions (i.e., impose a redemption gate) and thereby prevent the Fund from selling its investment in the money market fund or impose a fee of up to 2% on amounts the Fund redeems from the money market fund (i.e., impose a liquidity fee). These measures may result in an investment loss or prohibit the Fund from redeeming shares when the Investment Manager would otherwise redeem shares. In addition to the fees and expenses that the Fund directly bears, the Fund indirectly bears the fees and expenses of any money market funds in which it invests, including affiliated money market funds. To the extent these fees and expenses, along with the fees and expenses of any
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other funds in which the Fund may invest, are expected to equal or exceed 0.01% of the Fund’s average daily net assets, they will be reflected in the Annual Fund Operating Expenses set forth in the table under “Fees and Expenses of the Fund.” By investing in a money market fund, the Fund will be exposed to the investment risks of the money market fund in direct proportion to such investment. The money market fund may not achieve its investment objective. The Fund, through its investment in the money market fund, may not achieve its investment objective. To the extent the Fund invests in instruments such as derivatives, the Fund may hold investments, which may be significant, in money market fund shares to cover its obligations resulting from the Fund’s investments in derivatives. Money market funds and the securities they invest in are subject to comprehensive regulations. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operation, performance and/or yield of money market funds.
Because a decision to impose or not impose such liquidity fees and/or redemption gates on an affiliated money market fund may negatively impact any Funds that invest in it, all to which the Investment Manager and Board may also owe a fiduciary duty, any recommendation by the Investment Manager or decision by the Board with respect to such fees or gates on the affiliated money market fund may present potential conflicts of interest to the Investment Manager and the Board. The Board of the affiliated money market fund, for example, could be conflicted by a determination to not impose such fees and/or gates at a time when, if implemented, the other Columbia Funds could potentially experience negative impacts, while not imposing such fees and/or gates could potentially result in a negative impact to the affiliated money market fund. Any decisions by the Board to favor such fees and/or gates could result in reduced or limited investments in the affiliated money market fund by the other Columbia Funds, which may lead to increased affiliated money market fund expenses (which would be borne by the remaining Fund investors).
If a liquidity fee or redemption gate is imposed, an investing Columbia Fund may have to sell other investments at less than opportune times rather than using the cash invested in the money market fund to meet shareholder redemptions. The Investment Manager, as a result of any such fees and/or gates on an affiliated money market fund (or the potential imposition thereof, recognizing that the Investment Manager will be aware of the affiliated money market fund’s liquid assets position), may determine to not invest the other Columbia Funds’ assets in the affiliated money market fund, and potentially be forced to invest in more expensive, lower-performing investments.
Mortgage- and Other Asset-Backed Securities Risk. The value of any mortgage-backed and other asset-backed securities held by the Fund may be affected by, among other things, changes or perceived changes in: interest rates; factors concerning the interests in and structure of the issuer or the originator of the mortgages or other assets; the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements; or the market's assessment of the quality of underlying assets. Mortgage-backed securities represent interests in, or are backed by, pools of mortgages from which payments of interest and principal (net of fees paid to the issuer or guarantor of the securities) are distributed to the holders of the mortgage-backed securities. Other types of asset-backed securities typically represent interests in, or are backed by, pools of receivables such as credit, automobile, student and home equity loans. Mortgage- and other asset-backed securities can have a fixed or an adjustable rate. Mortgage- and other asset-backed securities are subject to prepayment risk, which is the possibility that the underlying mortgage or other asset may be refinanced or prepaid prior to maturity during periods of declining or low interest rates, causing the Fund to have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of mortgage- and other asset-backed securities may be difficult to predict and may result in greater volatility. Rising or high interest rates tend to extend the duration of mortgage- and other asset-backed securities, making them more volatile and more sensitive to changes in interest rates. Payment of principal and interest on some mortgage-backed securities (but not the market value of the securities themselves) may be guaranteed (i) by the full faith and credit of the U.S. Government (in the case of securities guaranteed by the Government National Mortgage Association) or (ii) by its agencies, authorities, enterprises or instrumentalities (in the case of securities guaranteed by the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC)), which are not insured or guaranteed by the U.S. Government (although FNMA and FHLMC may be able to access capital from the U.S. Treasury to meet their obligations under such securities). Mortgage-backed securities issued by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various credit enhancements, such as pool insurance, guarantees issued by governmental entities, letters of credit from a bank or senior/subordinated structures, and may entail greater risk than obligations guaranteed by the U.S. Government, whether or not such obligations are guaranteed by the private issuer.
Multi-Strategy Risk. The multi-strategy approach employed by the Fund involves special risks, which include the risk that investment decisions, at the Fund or the underlying fund level, may conflict with each other; for example, at any particular time, one manager may be purchasing shares of an issuer whose shares are being sold by another manager. Consequently, the Fund could indirectly incur transaction costs without accomplishing any net investment result. Also, managers may use proprietary or licensed investment strategies that are based on considerations and factors that are not fully disclosed to the Fund or other investors.
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Moreover, consistent with the Fund’s investment objectives, these proprietary or licensed investment strategies, which may include quantitative mathematical models or systems, may be changed or refined over time. A manager (or the licensor of the strategies used by the manager) may make certain changes to the strategies the manager has previously used, may not use such strategies at all (or the manager’s license may be revoked), or may use additional strategies, where such changes or discretionary decisions, and the reasons for such changes or decisions, are also not disclosed to the Fund or other investors. These strategies may involve risks under some market conditions that are not anticipated by the Investment Manager or the Fund.
Municipal Securities Risk. Municipal securities are debt obligations generally issued to obtain funds for various public purposes, including general financing for state and local governments, or financing for a specific project or public facility, and include obligations of the governments of the U.S. territories, commonwealths and possessions such as Guam, Puerto Rico and the U.S. Virgin Islands to the extent such obligations are exempt from state and U.S. federal income taxes. The value of municipal securities can be significantly affected by actual or expected political and legislative changes at the federal or state level. Municipal securities may be fully or partially backed by the taxing authority of the local government, by the credit of a private issuer, by the current or anticipated revenues from a specific project or specific assets or by domestic or foreign entities providing credit support, such as letters of credit, guarantees or insurance, and are generally classified into general obligation bonds and special revenue obligations. General obligation bonds are backed by an issuer's taxing authority and may be vulnerable to limits on a government's power or ability to raise revenue or increase taxes. They may also depend for payment on legislative appropriation and/or funding or other support from other governmental bodies. Revenue obligations are payable from revenues generated by a particular project or other revenue source, and are typically subject to greater risk of default than general obligation bonds because investors can look only to the revenue generated by the project or other revenue source backing the project, rather than to the general taxing authority of the state or local government issuer of the obligations. Because many municipal securities are issued to finance projects in sectors such as education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal market. The amount of publicly available information for municipal issuers is generally less than for corporate issuers.
Issuers in a state, territory, commonwealth or possession in which the Fund invests may experience significant financial difficulties for various reasons, including as the result of events that cannot be reasonably anticipated or controlled such as social conflict or unrest, labor disruption and natural disasters. Such financial difficulties may lead to credit rating downgrade(s) of such issuers which, in turn, could affect the market values and marketability of many or all municipal obligations of issuers in such state, territory, commonwealth or possession. The value of the Fund’s shares will be negatively impacted to the extent it invests in such securities. Securities issued by Puerto Rico and its agencies and instrumentalities have been subject to multiple credit downgrades as a result of Puerto Rico's ongoing fiscal challenges and uncertainty about its ability to make full repayment on these obligations. These challenges and uncertainties have been exacerbated by hurricane Maria and the resulting natural disaster in Puerto Rico. Additionally, recent statements by government officials regarding management of the recovery burden may increase price volatility and the risk that Puerto Rican municipal securities held by the Fund will lose value. Even prior to the recent natural disaster, certain issuers of Puerto Rican municipal securities had failed to make payments on obligations when due, and additional missed payments or defaults are likely to occur in the future. In May 2017, Puerto Rico filed in U.S. federal court to commence a debt restructuring process similar to that of a traditional municipal bankruptcy under a new federal law for insolvent U.S. territories, called Promesa. However, Puerto Rico's case will be the first ever heard under Promesa for which there is no existing body of court precedent. Accordingly, Puerto Rico's debt restructuring process could take significantly longer than recent municipal bankruptcy proceedings adjudicated pursuant to Chapter 9 of the U.S. Bankruptcy Code. It is not clear whether a debt restructuring process will ultimately be approved or, if so, the extent to which it will apply to Puerto Rico municipal securities sold by an issuer other than the Commonwealth. A debt restructuring could reduce the principal amount due, the interest rate, the maturity and other terms of Puerto Rico municipal securities, which could adversely affect the value of Puerto Rico municipal securities. To the extent a Fund invests in these securities, such developments could adversely impact the Fund's performance. The Fund’s annual and semiannual reports show the Fund’s investment exposures at a point in time. The risk of investing in the Fund is directly correlated to the Fund’s investment exposures.
The Fund’s investments in municipal securities may include securities of issuers in the health care sector, which subjects the Fund’s investments to the risks associated with that sector, including the risk of regulatory action or policy changes by numerous governmental agencies and bodies, including federal, state, and local governmental agencies, as well as requirements imposed by private entities, such as insurance companies. A major source of revenue for the health care industry is payments from the Medicare and Medicaid programs. As a result, the industry is sensitive to legislative changes and reductions in governmental spending for such programs. Numerous other factors may affect the industry, such as general and local economic conditions, demand for services, expenses (including, among others, malpractice insurance premiums) and competition among health care providers. Additional factors also may adversely affect health care facility operations, such as adoption of legislation proposing a national health insurance program, other state or local health care reform measures, medical and technological advances that
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alter the need for or cost of health services or the way in which such services are delivered, changes in medical coverage that alter the traditional fee-for-service revenue stream, and efforts by employers, insurers, and governmental agencies to reduce the costs of health insurance and health care services.
The Fund’s investments in municipal securities may include transportation-related municipal bonds which may be used to finance projects including construction, maintenance and operations of non-toll and toll-backed roads, bridges, tunnels, railways, airports, seaports and other transportation systems. Transportation-related municipal bonds may be fully or partially backed by taxes, fees, tolls, or other sources of revenue. Investment in transportation-related municipal bonds may subject the Fund to the certain risks, including, but not limited to, the risk of insufficient or declining revenues from the sources backing the bonds, contractor non-performance or underperformance and unexpectedly higher construction, fuel or other costs.
Opportunistic Investing Risk. Undervalued securities involve the risk that they may never reach their expected full market value, either because the market fails to recognize the security's intrinsic worth or the expected value was misgauged. Undervalued securities also may decline in price even though the Investment Manager believes they are already undervalued. Turnaround companies may never improve their fundamentals, may take much longer than expected to improve, or may improve much less than expected. Development stage companies could fail to develop and deplete their assets, resulting in large percentage losses.
Preferred Stock Risk. Preferred stock is a type of stock that generally pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not ordinarily carry voting rights. The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on which the stock trades. The most significant risks associated with investments in preferred stock include issuer risk, market risk and interest rate risk ( i.e. , the risk of losses attributable to changes in interest rates).
Prepayment and Extension Risk. Prepayment and extension risk is the risk that a loan, bond or other security or investment might, in the case of prepayment risk, be called or otherwise converted, prepaid or redeemed before maturity and, in the case of extension risk, that the investment might not be called as expected. In the case of prepayment risk, if the investment is converted, prepaid or redeemed before maturity, the portfolio managers may not be able to invest the proceeds in other investments providing as high a level of income, resulting in a reduced yield to the Fund. In the case of mortgage- or other asset-backed securities, as interest rates decrease or spreads narrow, the likelihood of prepayment increases. Conversely, extension risk is the risk that an unexpected rise in interest rates will extend the life of a mortgage- or asset-backed security beyond the prepayment time. If the Fund's investments are locked in at a lower interest rate for a longer period of time, the portfolio managers may be unable to capitalize on securities with higher interest rates or wider spreads.
Quantitative Model Risk. The Fund may use quantitative methods to select investments. Securities or other investments selected using quantitative methods may perform differently from the market as a whole or from their expected performance for many reasons, including factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns, among others. Any errors or imperfections in the quantitative analyses or models, or in the data on which they are based, could adversely affect the effective use of such analyses or models, which in turn could adversely affect the Fund’s performance. It is not possible or practicable for a quantitative manager to factor all relevant, available data into quantitative model forecasts and/or trading decisions. Quantitative managers will use their discretion to determine what data to gather with respect to an investment strategy and what data the models will take into account to produce forecasts that may have an impact on ultimate trading decisions. Shareholders should be aware that there is no guarantee that a quantitative manager will use any specific data or type of data in making trading decisions on behalf of the Fund, nor is there any guarantee that the data actually utilized in generating forecasts or making trading decisions on behalf of the Fund will be the most accurate data available or free from errors. There can be no assurance that these methodologies will enable the Fund to achieve its objective.
Real Estate-Related Investment Risk. Investments in real estate investment trusts (REITs) and in securities of other companies (wherever organized) principally engaged in the real estate industry subject the Fund to, among other things, risks similar to those of direct investments in real estate and the real estate industry in general. These include risks related to general and local economic conditions, possible lack of availability of financing and changes in interest rates or property values. REITs are entities that either own properties or make construction or mortgage loans, and also may include operating or finance companies. The value of interests in a REIT may be affected by, among other factors, changes in the value of the underlying properties owned by the REIT, changes in the prospect for earnings and/or cash flow growth of the REIT itself, defaults by borrowers or tenants, market saturation, decreases in market rates for rents, and other economic, political, or regulatory matters affecting the real estate industry, including REITs. REITs and similar non-U.S. entities depend upon specialized management skills, may have limited financial resources, may have less trading volume in their securities, and may be subject to more abrupt
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or erratic price movements than the overall securities markets. REITs are also subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended. Some REITs (especially mortgage REITs) are affected by risks similar to those associated with investments in debt securities including changes in interest rates and the quality of credit extended.
Redemption Risk. The Fund may need to sell portfolio securities to meet redemption requests. The Fund could experience a loss when selling portfolio securities to meet redemption requests if there is (i) significant redemption activity by shareholders, including, for example, when a single investor or few large investors make a significant redemption of Fund shares, (ii) a disruption in the normal operation of the markets in which the Fund buys and sells portfolio securities or (iii) the inability of the Fund to sell portfolio securities because such securities are illiquid. In such events, the Fund could be forced to sell portfolio securities at unfavorable prices in an effort to generate sufficient cash to pay redeeming shareholders. The Fund may suspend redemptions or the payment of redemption proceeds when permitted by applicable regulations.
Regulatory Risk — Alternative Investments. Legal, tax, and regulatory developments may adversely affect the Fund and its investments. The regulatory environment for the Fund and certain of its investments is evolving, and changes in the regulation of investment funds, their managers, and their trading activities and capital markets, or a regulator’s disagreement with the Fund’s or others’ interpretation of the application of certain regulations, may adversely affect the ability of the Fund to pursue its investment strategy, its ability to obtain leverage and financing, and the value of investments held by the Fund. There has been an increase in governmental, as well as self-regulatory, scrutiny of the investment industry in general and the alternative investment industry in particular. It is impossible to predict what, if any, changes in regulations may occur, but any regulation that restricts the ability of the Fund or any underlying funds or other investments to trade in securities or other instruments or the ability of the Fund or underlying funds to employ, or brokers and other counterparties to extend, credit in their trading (as well as other regulatory changes that result) could have a material adverse impact on the Fund’s performance.
Shareholders should understand that the Fund’s business is dynamic and is expected to change over time. Therefore, the Fund and its underlying investments may be subject to new or additional regulatory constraints in the future. Such regulations may have a significant impact on shareholders or the operations of the Fund, including, without limitation, restricting the types of investments the Fund may make, preventing the Fund from exercising its voting rights with regard to certain financial instruments, requiring the Fund to disclose the identity of its investors or otherwise. To the extent the Fund or its underlying investments are subject to such regulation, such regulations may have a detrimental effect on one or more shareholders. Prospective investors are encouraged to consult their own advisors regarding an investment in the Fund.
Regulatory Risk — Money Market Funds. Money market funds and the securities they invest in are subject to comprehensive regulations. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operation, performance and/or yield of money market funds.
Reinvestment Risk. Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same return it is currently earning.
Repurchase Agreements Risk. Repurchase agreements are agreements in which the seller of a security to the Fund agrees to repurchase that security from the Fund at a mutually agreed upon price and time. Repurchase agreements carry the risk that the counterparty may not fulfill its obligations under the agreement. This could cause the Fund's income and the value of your investment in the Fund to decline.
Reverse Repurchase Agreements Risk. Reverse repurchase agreements are agreements in which a Fund sells a security to a counterparty, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at a mutually agreed upon price and time. Reverse repurchase agreements carry the risk that the market value of the security sold by the Fund may decline below the price at which the Fund must repurchase the security. Reverse repurchase agreements also may be viewed as a form of borrowing, and borrowed assets used for investment creates leverage risk. Leverage can create an interest expense that may lower the Fund's overall returns. Leverage presents the opportunity for increased net income and capital gains, but may also exaggerate the Fund’s volatility and risk of loss. There can be no guarantee that this strategy will be successful.
Rule 144A and Other Exempted Securities Risk. The Fund may invest in privately placed and other securities or instruments exempt from SEC registration (collectively “private placements”), subject to liquidity and other regulatory restrictions. In the U.S. market, private placements are typically sold only to qualified institutional buyers, or qualified purchasers, as applicable. An insufficient number of buyers interested in purchasing private placements at a particular time could adversely affect the marketability of such investments and the Fund might be unable to dispose of them promptly or at reasonable prices, subjecting the Fund to liquidity risk. The Fund may invest in private placements determined to be liquid as well as those determined to be illiquid. Even if determined to be liquid, the Fund’s holdings of private placements may increase the level of Fund illiquidity if eligible buyers are unable or unwilling to purchase them at a particular time. The Fund may also have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration. Additionally, the purchase price and subsequent valuation of private placements typically reflect a discount, which may be significant, from the market price of
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comparable securities for which a more liquid market exists. Issuers of Rule 144A eligible securities are required to furnish information to potential investors upon request. However, the required disclosure is much less extensive than that required of public companies and is not publicly available since the offering is not filed with the SEC. Further, issuers of Rule 144A eligible securities can require recipients of the offering information (such as the Fund) to agree contractually to keep the information confidential, which could also adversely affect the Fund’s ability to dispose of the security.
Sector Risk. At times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a related group of industries within a sector. Companies in the same sector may be similarly affected by economic, regulatory, political or market events or conditions, which may make the Fund more vulnerable to unfavorable developments in that sector than funds that invest more broadly. Generally, the more broadly the Fund invests, the more it spreads risk and potentially reduces the risks of loss and volatility.
Sector Risk — Consumer Discretionary/Staples Sector Investments. To the extent a Fund concentrates its investments in companies in the consumer discretionary and staples sectors, it may be more susceptible to the particular risks that may affect companies in that sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the consumer discretionary and staples sectors are subject to certain risks, including fluctuations in the performance of the overall domestic and international economy, interest rate changes, currency exchange rates, increased competition and consumer confidence. Performance of such companies may be affected by factors including reduced disposable household income, reduced consumer spending, changing demographics and consumer tastes. Companies in these sectors may be subject to competitive forces (including competition brought by an influx of foreign brands), which may also have an adverse impact on their profitability. These sectors may be strongly affected by fads, marketing campaigns, changes in demographics and consumer preferences, and other economic or social factors affecting consumer demand. Governmental regulation, including price controls and regulations on packaging, labeling, competition, and certification, may affect the profitability of certain companies invested in by the Fund. Companies operating in these sectors may also be adversely affected by government and private litigation.
Sector Risk — Energy Sector Investments. To the extent a Fund concentrates its investments in companies in the energy sector, it may be more susceptible to the particular risks that may affect companies in that sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the energy sector are subject to certain risks, including legislative or regulatory changes, adverse market conditions and increased competition. Performance of such companies may be affected by factors including, among others, fluctuations in energy prices and supply and demand of energy fuels, energy conservation, the success of exploration projects, local and international politics, and events occurring in nature. For instance, natural events (such as earthquakes, hurricanes or fires in prime natural resources areas) and political events (such as government instability or military confrontations) can affect the value of companies involved in business activities in the energy sector. Other risks may include liabilities for environmental damage and general civil liabilities, depletion of resources, and mandated expenditures for safety and pollution control. The energy sector may also be affected by economic cycles, rising interest rates, high inflation, technical progress, labor relations, legislative or regulatory changes, local and international politics, and adverse market conditions.
Sector Risk — Financial Services Sector Investments. To the extent a Fund concentrates its investments in companies in the financial services sector, it may be more susceptible to the particular risks that may affect companies in that sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the financial services sector are subject to certain risks, including the risk of regulatory change, decreased liquidity in credit markets and unstable interest rates. Such companies may have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that industry. Performance of such companies may be affected by competitive pressures and exposure to investments or agreements that, under certain circumstances, may lead to losses ( e.g. , subprime loans). Companies in the financial services sector are subject to extensive governmental regulation that may limit the amount and types of loans and other financial commitments they can make, and interest rates and fees that they may charge. In addition, profitability of such companies is largely dependent upon the availability and the cost of capital.
Sector Risk — Health Care Sector Investments. To the extent a Fund concentrates its investments in companies in the health care sector, it may be more susceptible to the particular risks that may affect companies in that sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the health care sector are subject to certain risks, including restrictions on government reimbursement for medical expenses, government approval of medical products and services, competitive pricing pressures, and the rising cost of medical products and services (especially for companies dependent upon a relatively limited number of products or services). Performance of such companies may be affected by factors including, government regulation, obtaining and protecting patents (or the failure to do so), product liability and other similar litigation as well as product obsolescence.
Sector Risk — Industrials Sector Investments. To the extent a Fund concentrates its investments in companies in the industrials sector, it may be more susceptible to the particular risks that may affect companies in that sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the industrials sector are subject to certain risks,
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including changes in supply and demand for their specific product or service and for industrial sector products in general, including decline in demand for such products due to rapid technological developments and frequent new product introduction. Performance of such companies may be affected by factors including government regulation, world events and economic conditions and risks for environmental damage and product liability claims.
Sector Risk — Materials Investments. To the extent a Fund concentrates its investments in companies in the materials sector, it may be more susceptible to the particular risks that may affect companies in the materials sector than if it were invested in a wider variety of companies in unrelated sectors. Companies in the materials sector are subject to certain risks, including that many materials companies are significantly affected by the level and volatility of commodity prices, exchange rates, import controls, increased competition, environmental policies, consumer demand, and events occurring in nature. For instance, natural events (such as earthquakes, hurricanes or fires in prime natural resource areas) and political events (such as government instability or military confrontations) can affect the value of companies involved in business activities in the materials sector. Performance of such companies may be affected by factors including, among others, that at times worldwide production of industrial materials has exceeded demand as a result of over-building or economic downturns, leading to poor investment returns or losses. Other risks may include liabilities for environmental damage and general civil liabilities, depletion of resources, and mandated expenditures for safety and pollution control. The materials sector may also be affected by economic cycles, rising interest rates, high inflation, technical progress, labor relations, legislative or regulatory changes, local and international politics, and adverse market conditions. In addition, prices of, and thus the Fund’s investments in, precious metals are considered speculative and are affected by a variety of worldwide and economic, financial and political factors. Prices of precious metals may fluctuate sharply.
Sector Risk — Technology and Technology-Related Sector Investment Risk. To the extent a Fund concentrates its investments in companies in technology and technology related sectors, it may be more susceptible to the particular risks that may affect companies in those sectors, as well as other technology-related sectors (collectively, the technology sectors) than if it were invested in a wider variety of companies in unrelated sectors. Companies in the technology sectors are subject to certain risks, including the risk that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. Performance of such companies may be affected by factors including obtaining and protecting patents (or the failure to do so) and significant competitive pressures, including aggressive pricing of their products or services, new market entrants, competition for market share and short product cycles due to an accelerated rate of technological developments. Such competitive pressures may lead to limited earnings and/or falling profit margins. As a result, the value of their securities may fall or fail to rise. In addition, many technology sector companies have limited operating histories and prices of these companies’ securities historically have been more volatile than other securities, especially over the short term.
Short Positions Risk. A Fund that establishes short positions introduces more risk to the Fund than a fund that only takes long positions (where the Fund owns the instrument or other asset) because the maximum sustainable loss on an instrument or other asset purchased (held long) is limited to the amount paid for the instrument or other asset plus the transaction costs, whereas there is no maximum price of the shorted instrument or other asset when purchased in the open market. Therefore, in theory, short positions have unlimited risk. The Fund’s use of short positions in effect “leverages” the Fund. Leverage potentially exposes the Fund to greater risks of loss due to unanticipated market movements, which may magnify losses and increase the volatility of returns. To the extent the Fund takes a short position in a derivative instrument or other asset, this involves the risk of a potentially unlimited increase in the value of the underlying instrument or other asset.
Small- and Mid-Cap Company Securities Risk. Securities of small- and mid-capitalization companies (small- and mid-cap companies) can, in certain circumstances, have a higher potential for gains than securities of larger, more established companies (larger companies) but may also have more risk. For example, small- and mid-cap companies may be more vulnerable to market downturns and adverse business or economic events than larger companies because they may have more limited financial resources and business operations. Small- and mid-cap companies are also more likely than larger companies to have more limited product lines and operating histories and to depend on smaller and generally less experienced management teams. Securities of small- and mid-cap companies may trade less frequently and in smaller volumes and may be less liquid and fluctuate more sharply in value than securities of larger companies. When the Fund takes significant positions in small- and mid-cap companies with limited trading volumes, the liquidation of those positions, particularly in a distressed market, could be prolonged and result in Fund investment losses that would affect the value of your investment in the Fund. In addition, some small- and mid-cap companies may not be widely followed by the investment community, which can lower the demand for their stocks.
Sovereign Debt Risk. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
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With respect to sovereign debt of emerging market issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis and that has led to defaults and the restructuring of certain indebtedness to the detriment of debtholders. Sovereign debt risk is increased for emerging market issuers.
Special Situations Risk. Securities of companies that are involved in an initial public offering or a major corporate event, such as a business consolidation or restructuring, may be exposed to heightened risk because of the high degree of uncertainty that can be associated with such events. Securities issued in initial public offerings often are issued by companies that are in the early stages of development, have a history of little or no revenues and may operate at a loss following the offering. It is possible that there will be no active trading market for the securities after the offering, and that the market price of the securities may be subject to significant and unpredictable fluctuations. Initial public offerings are subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent the Fund determines to invest in initial public offerings, it may not be able to invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an initial public offering are available to the Fund. The investment performance of the Fund during periods when it is unable to invest significantly or at all in initial public offerings may be lower than during periods when the Fund is able to do so. Securities purchased in initial public offerings which are sold within 12 months after purchase may result in increased short-term capital gains, which will be taxable to the Fund’s shareholders as ordinary income. Certain “special situation” investments are investments in securities or other instruments that are determined to be illiquid or lacking a readily ascertainable fair value. Certain special situation investments prevent ownership interests therein from being withdrawn until the special situation investment, or a portion thereof, is realized or deemed realized, which may negatively impact Fund performance. Investing in special situations may have a magnified effect on the performance of funds with small amounts of assets.
Stripped Securities Risk. Stripped securities are the separate income or principal components of debt securities. These securities are particularly sensitive to changes in interest rates, and therefore subject to greater fluctuations in price than typical interest bearing debt securities. For example, stripped mortgage-backed securities have greater interest rate risk than mortgage-backed securities with like maturities, and stripped treasury securities have greater interest rate risk than traditional government securities with identical credit ratings.
Terrorism, War, Natural Disaster and Epidemic Risk. Terrorism, war, military confrontations and related geopolitical events (and their aftermath) have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters, such as, for example, earthquakes, fires, floods, hurricanes, tsunamis and weather-related phenomena generally, as well as widespread disease and virus epidemics, can be highly disruptive to economies and markets, adversely affecting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments.
U.S. Government Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk ( i.e. , the risk that the U.S. Government may be, or may be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. For example, securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury.
Valuation Risk. The sales price the Fund (or an underlying fund or other investment vehicle) could receive for any particular investment may differ from the Fund’s (or an underlying fund’s or other investment vehicle’s) valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology that produces an estimate of the fair value of the security/instrument, which may prove to be inaccurate. Investors who purchase or redeem Fund shares on days when the Fund is holding securities or other instruments (or holding shares of underlying funds or other investment vehicles that have fair-valued securities or other instruments in their portfolios) may receive fewer or more shares or lower or higher redemption proceeds than they would have received if the Fund (or underlying fund or other investment vehicle) had not fair-valued the security or instrument or had used a different valuation methodology. The value of foreign securities, certain fixed-income securities and currencies, as applicable, may be materially affected by events after the close of the market on which they are valued, but before the Fund determines its NAV.
Warrants and Rights Risk. Warrants are securities giving the holder the right, but not the obligation, to buy the stock of an issuer at a given price (generally higher than the value of the stock at the time of issuance) during a specified period or perpetually. Warrants may be acquired separately or in connection with the acquisition of securities. Warrants do not carry with
Statement of Additional Information – May 7, 2018 82

 

them the right to dividends or voting rights and they do not represent any rights in the assets of the issuer. Warrants are subject to the risks associated with the security underlying the warrant, including market risk. Warrants may expire unexercised and subject the Fund to liquidity risk (the risk that it may not be possible for the Fund to liquidate the instrument at an advantageous time or price), which may result in Fund losses. Rights are available to existing shareholders of an issuer to enable them to maintain proportionate ownership in the issuer by being able to buy newly issued shares. Rights allow shareholders to buy the shares below the current market price. Rights are typically short-term instruments that are valued separately and trade in the secondary market during a subscription (or offering) period. Holders can exercise the rights and purchase the stock, sell the rights or let them expire. Their value, and their risk of investment loss, is a function of that of the underlying security.
Zero-Coupon Bonds Risk. Zero-coupon bonds are bonds that do not pay interest in cash on a current basis, but instead accrue interest over the life of the bond. As a result, these securities are issued at a discount and their values may fluctuate more than the values of similar securities that pay interest periodically. Although these securities pay no interest to holders prior to maturity, interest accrued on these securities is reported as income to the Fund and affects the amounts distributed to its shareholders, which may cause the Fund to sell investments to obtain cash to make income distributions to shareholders, including at times when it may not be advantageous to do so.
Auditor Independence Risk. The Fund prepares financial statements in accordance with U.S. generally accepted accounting principles and has engaged PwC to serve as the independent accountant to the Fund. As the Fund’s independent accountant, PwC must meet regulatory requirements relating to independence, including the SEC’s auditor independence rules which prohibit accounting firms from having certain financial relationships with their audit clients and affiliated entities. Specifically, as interpreted by SEC staff, under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the Loan Rule), an accounting firm would not be considered independent if it receives a loan from a lender or an affiliate of a lender that is a “record or beneficial owner of more than ten percent of the audit client’s equity securities.” PwC has advised the Audit Committee of the Board that PwC and certain of its affiliates have loans from lenders who are also record owners of more than 10% of the shares issued by several funds in the Columbia Funds Complex or certain other entities within the Ameriprise Financial investment company complex.
On June 20, 2016, the SEC staff issued a “no-action” letter (the First Loan Rule No-Action Letter) confirming that it would not recommend that the SEC commence enforcement action against a fund that continues to fulfill its regulatory requirements under the federal securities laws by using audit services performed by an audit firm that is not in compliance with the Loan Rule, provided that: (1) the audit firm has complied with Public Company Accounting Oversight Board (PCAOB) Rule 3526(b)(1) and 3526(b)(2) or, with respect to any fund or entity to which Rule 3526 does not apply, has provided substantially equivalent communications; (2) the audit firm’s non-compliance under the First Loan Rule is limited to certain lending relationships; and (3) notwithstanding such non-compliance, the audit firm has concluded that it is objective and impartial with respect to the issues encompassed within its engagement. Although the First Loan Rule No-Action Letter was issued to one fund complex, it is generally available to other fund complexes. On September 22, 2017, the SEC staff issued a second “no-action” letter (together with the First Loan Rule No-Action Letter, the “Loan Rule No Action Letter”) extending the relief under the Loan Rule No-Action Letter indefinitely.
After evaluating the facts and circumstances related to the Loan Rule and PwC’s lending relationships, PwC advised the Audit Committee of the Board that (1) PwC is independent with respect to the Fund, within the meaning of PCAOB Rule 3520, (2) PwC has concluded that it is objective and impartial with respect to the issues encompassed within its engagement, including the audit of the Fund’s financial statements, and (3) PwC believes that it can continue to serve as the Fund’s independent registered public accounting firm. It is the Fund’s understanding that issues under the Loan Rule affect other major accounting firms and many mutual fund complexes. It is anticipated that an ultimate resolution of the issues under the Loan Rule will be achieved; however, if PwC were determined not to be independent or the Fund were unable to rely on the Loan Rule No-Action Letter or some form of exemptive relief, among other things, the financial statements audited by PwC may have to be audited by another independent registered public accounting firm and the Fund could incur additional expense and other burdens on its operations.
Certain of the risks described above in this SAI may also apply, directly or indirectly, to the Investment Manager and any investment subadviser and their affiliates, which may negatively impact their respective abilities to provide services to the Funds, potentially resulting in losses to the Fund or other consequences.
Borrowings
In general, pursuant to the 1940 Act, a Fund may borrow money only from banks in an amount not exceeding 33  1 3 % of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount must be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33  1 3 % limitation.
Statement of Additional Information – May 7, 2018 83

 

The Trust, on behalf of the Funds, has entered into a revolving credit facility agreement (the Credit Agreement) with a syndicate of banks led by JPMorgan Chase Bank, N.A., Citibank N.A. and HSBC Bank USA, N.A. whereby the Funds may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. Pursuant to a December 8, 2015 amendment, the Credit Agreement, which is a collective agreement between the Funds and certain other funds managed by the Investment Manager (collectively, the Participating Funds), severally and not jointly, permits the Participating Funds to borrow up to an aggregate commitment amount of $1 billion (the Commitment Limit) at any time outstanding, subject to asset coverage and other limitations as specified in the Credit Agreement. A Fund may borrow up to the maximum amount allowable under its current Prospectus and this SAI, subject to various other legal, regulatory or contractual limits. Borrowing results in interest expense and other fees and expenses for a Fund that may impact that Fund’s expenses, including any net expense ratios. The costs of borrowing may reduce a Fund's return. If a Fund borrows pursuant to the Credit Agreement, that Fund is charged interest at a variable rate. Each Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility. The availability of assets under the Credit Agreement can be affected by other Participating Funds’ borrowings under the agreement. As such, a Fund may be unable to borrow (or borrow further) under the Credit Agreement if the Commitment Limit has been reached.
Lending of Portfolio Securities
To generate additional income, a Fund may lend up to 33%, or such lower percentage specified by the Fund or Investment Manager, of the value of its total assets (including securities out on loan) to broker-dealers, banks or other institutional borrowers of securities. JPMorgan serves as lending agent (the Lending Agent) to the Funds pursuant to a securities lending agreement (the Securities Lending Agreement) approved by the Board. Under the Securities Lending Agreement, the Lending Agent loans Fund securities to approved borrowers pursuant to borrower agreements in exchange for collateral at least equal in value to the loaned securities, marked to market daily. Collateral may consist of cash, securities issued by the U.S. Government or its agencies or instrumentalities (collectively, “U.S. Government securities”) or such other collateral as may be approved by the Board. For loans secured by cash, the Fund retains the interest earned on cash collateral, but the Fund is required to pay the borrower a rebate for the use of the cash collateral. For loans secured by U.S. Government securities, the borrower pays a borrower fee to the Lending Agent on behalf of the Fund.
If the market value of the loaned securities goes up, the Fund will require additional collateral from the borrower. If the market value of the loaned securities goes down, the borrower may request that some collateral be returned. During the existence of the loan, the Fund will receive from the borrower amounts equivalent to any dividends, interest or other distributions on the loaned securities, as well as interest on such amounts.
Loans are subject to termination by a Fund or a borrower at any time. A Fund may choose to terminate a loan in order to vote in a proxy solicitation, as described in this SAI under Investment Management and Other Services – Proxy Voting Policies and Procedures – General.
Securities lending involves counterparty risk, including the risk that a borrower may not provide sufficient or any collateral when required or may not return the loaned securities, timely or at all. Counterparty risk also includes a potential loss of rights in the collateral if the borrower or the Lending Agent defaults or fails financially. This risk is increased if a Fund’s loans are concentrated with a single borrower or limited number of borrowers. There are no limits on the number of borrowers a Fund may use and a Fund may lend securities to only one or a small group of borrowers. Funds participating in securities lending also bear the risk of loss in connection with investments of cash collateral received from the borrowers. Cash collateral may only be invested in short-term, highly liquid obligations, and in accordance with investment guidelines contained in the Securities Lending Agreement and approved by the Board. Some or all of the cash collateral received in connection with the securities lending program may be invested in one or more pooled investment vehicles, including, among other vehicles, money market funds managed by the Lending Agent (or its affiliates). The Lending Agent shares in any income resulting from the investment of such cash collateral, and an affiliate of the Lending Agent may receive asset-based fees for the management of such pooled investment vehicles, which may create a conflict of interest between the Lending Agent (or its affiliates) and the Fund with respect to the management of such cash collateral. To the extent that the value or return of a Fund’s investments of the cash collateral declines below the amount owed to a borrower, a Fund may incur losses that exceed the amount it earned on lending the security. The Lending Agent will indemnify a fund from losses resulting from a borrower’s failure to return a loaned security when due, but such indemnification does not extend to losses associated with declines in the value of cash collateral investments. The Investment Manager is not responsible for any loss incurred by the Funds in connection with the securities lending program.
The Funds currently do not participate in the securities lending program, but the Board may determine to renew participation in the future.
Statement of Additional Information – May 7, 2018 84

 

Interfund Lending
Pursuant to an exemptive order granted by the SEC (the “Lending Order”), the Funds are authorized to enter into a master interfund lending agreement (the “Interfund Program”) with each other and certain other funds advised by the Investment Manager or its affiliates. For purposes of this subsection only, the term “Participating Fund” includes the Funds and any other fund advised by the Investment Manager that is subject to the Lending Order. Under the Interfund Program, each Participating Fund may lend money directly to and, other than closed-end funds and money market funds, borrow money directly from other Participating Funds for temporary purposes through the Interfund Program (each an “Interfund Loan”). Participating Funds issuing Interfund Loans are referred to below as “Borrowing Funds,” and Participating Funds acquiring Interfund Loans are referred to below as “Lending Funds.” All Interfund Loans would consist only of uninvested cash reserves that the Lending Fund otherwise could invest directly or indirectly in short-term repurchase agreements or other short-term instruments.
If a Participating Fund has outstanding bank borrowings, any Interfund Loan to the Participating Fund will: (i) be at an interest rate equal to or lower than the interest rate of any outstanding bank loan; (ii) be secured at least on an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding bank loan that requires collateral; (iii) have a maturity no longer than any outstanding bank loan (and in any event not longer than seven days); and (iv) provide that, if an event of default occurs under any agreement evidencing an outstanding bank loan to the Participating Fund, that event of default will automatically (without need for action or notice by the Lending Fund) constitute an immediate event of default under the interfund lending agreement, entitling the Lending Fund to call the Interfund Loan (and exercise all rights with respect to any collateral), and that such call will be made if the lending bank exercises its right to call its loan under its agreement with the Borrowing Fund.
A Participating Fund may make an unsecured borrowing under the Interfund Program if its outstanding borrowings from all sources immediately after the borrowing under the Interfund Program are equal to or less than 10% of its total assets, provided that if the Participating Fund has a secured loan outstanding from any other lender, including but not limited to another Participating Fund, the Participating Fund’s borrowing under the Interfund Program will be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding loan that requires collateral. If a Participating Fund’s total outstanding borrowings immediately after borrowing under the Interfund Program exceed 10% of its total assets, the Participating Fund may borrow under the Interfund Program on a secured basis only. A Participating Fund may not borrow under the Interfund Program or from any other source if its total outstanding borrowings immediately after the borrowing would be more than 33 1/3% of its total assets or any lower threshold provided for by a Participating Fund’s fundamental restriction or non-fundamental policy.
No Participating Fund may lend to another Participating Fund through the Interfund Program if the loan would cause the Lending Fund’s aggregate outstanding loans under the Interfund Program to exceed 15% of its current net assets at the time of the loan. A Participating Fund’s Interfund Loans to any one Participating Fund may not exceed 5% of the Lending Fund’s net assets at the time of the loan. The duration of Interfund Loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days. Interfund Loans effected within seven days of each other will be treated as separate loan transactions for purposes of this limitation. Each Interfund Loan may be called on one business day’s notice by a Lending Fund and may be repaid on any day by a Borrowing Fund.
The limitations described above and the other conditions of the Lending Order are designed to minimize the risks associated with Interfund Lending for both the Lending Fund and the Borrowing Fund. However, no borrowing or lending activity is without risk. When a Participating Fund borrows money from another Participating Fund under the Interfund Program, there is a risk that the Interfund Loan could be called on one day’s notice, in which case the Borrowing Fund may have to borrow from a bank at higher rates if an Interfund Loan is not available from another Participating Fund. Interfund Loans are subject to the risk that the Borrowing Fund could be unable to repay the loan when due, and a delay in repayment to a Lending Fund could result in a lost opportunity or additional lending costs for the Lending Fund. No Participating Fund may borrow more than the amount permitted by its investment restrictions. Because the Investment Manager provides investment management services to both the Lending Fund and the Borrowing Fund, the Investment Manager may have a potential conflict of interest in determining that an Interfund Loan is comparable in credit quality to other high quality money market instruments. The Participating Funds have adopted policies and procedures that are designed to manage potential conflicts of interest, but the administration of the Interfund Program may be subject to such conflicts.
Statement of Additional Information – May 7, 2018 85

 

INVESTMENT MANAGEMENT AND OTHER SERVICES
The Investment Manager and Subadvisers
Columbia Management Investment Advisers, LLC, located at 225 Franklin Street, Boston, MA 02110, is the investment manager of the Funds as well as for other funds in the Columbia Funds Complex. The Investment Manager is a wholly-owned subsidiary of Ameriprise Financial, which is located at 1099 Ameriprise Financial Center, Minneapolis, MN 55474. Ameriprise Financial is a holding company, which primarily conducts business through its subsidiaries to provide financial planning, products and services that are designed to be utilized as solutions for clients’ cash and liquidity, asset accumulation, income, protection and estate and wealth transfer needs.
The Investment Manager and its investment advisory affiliates (Affiliates or Participating Affiliates) around the world may coordinate in providing services to their clients. Such coordination may include functional leadership of the business (the “Global” business). From time to time the Investment Manager (or any affiliated investment subadviser to the Funds, as the case may be) may engage its Affiliates or Participating Affiliates to provide a variety of services such as investment research, investment monitoring, trading, and discretionary investment management (including portfolio management) to certain accounts managed by the Investment Manager, including the Funds. These Affiliates or Participating Affiliates will provide services to the Investment Manager (or any affiliated investment subadviser to the Funds as the case may be) either pursuant to subadvisory agreements, personnel-sharing agreements or similar inter-company arrangements and the Funds will pay no additional fees and expenses as a result of any such arrangements. These Affiliates or Participating Affiliates, like the Investment Manager, are direct or indirect subsidiaries of Ameriprise Financial and are registered with the appropriate respective regulators in their home jurisdictions and, where required, the SEC and the CFTC in the United States.
Pursuant to some of these arrangements, certain employees of these Affiliates or Participating Affiliates may serve as “associated persons” of the Investment Manager and, in this capacity, subject to the oversight and supervision of the Investment Manager and consistent with the investment objectives, policies and limitations set forth in the Funds' prospectuses and this SAI may provide such services to the Funds on behalf of the Investment Manager.
Services Provided
Each Fund has entered into the Management Agreement with the Investment Manager, effective as of the date set forth in the Management Agreement Fee Schedule table in the Management Agreement Fee Rates section below (the Management Agreement Effective Date). Under the Management Agreement, the Investment Manager has contracted to, subject to general oversight by the Board, manage and supervise the day-to-day operations and business affairs of the Funds. In this role, the Investment Manager furnishes each such Fund with investment research and advice and all of the services necessary for, or appropriate to, the business and effective operation of each Fund that are not (a) provided by employees or other agents engaged by the Fund or (b) required to be provided by any person pursuant to any other agreement or arrangement with the Fund. Under the Management Agreement, any liability of the Investment Manager to the Trust, a Fund and/or its shareholders is limited to situations involving the Investment Manager’s own willful misfeasance, bad faith, negligence in the performance of its duties or reckless disregard of its obligations and duties.
The Management Agreement may be terminated with respect to a Fund at any time on 60 days’ written notice by the Investment Manager or by the Board or by a vote of a majority of the outstanding voting securities of a Fund. The Management Agreement will automatically terminate upon any assignment thereof, will continue in effect for two years from its initial effective date and thereafter will continue from year to year with respect to a Fund only so long as such continuance is approved at least annually (i) by the Board or by a vote of a majority of the outstanding voting securities of a Fund and (ii) by vote of a majority of the Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Investment Manager or the Trust, cast in person at a meeting called for the purpose of voting on such approval.
The Investment Manager pays all compensation of the Trustees and officers of the Trust who are employees of the Investment Manager or its affiliates, except for the Chief Compliance Officer, a portion of whose salary is paid by the Columbia Funds (excluding those Funds that pay a Unitary Fee, as defined below). Except to the extent expressly assumed by the Investment Manager and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager does not have a duty to pay any Fund operating expenses incurred in the organization and operation of a Fund, including, but not limited to, auditing, legal, custodial, investor servicing and shareholder reporting expenses. The Fund pays the cost of printing and mailing Fund prospectuses to shareholders.
The Investment Manager, at its own expense, provides office space, facilities and supplies, equipment and personnel for the performance of its functions under each Fund’s Management Agreement.
Statement of Additional Information – May 7, 2018 86

 

Management Agreement Fee Rates
Each Fund set forth in the table below, unless otherwise noted, pays the Investment Manager an annual fee for its management services, as set forth in the Management Agreement and the table below, as of the date specified in the Management Agreement Effective Date column. The fee is calculated as a percentage of the daily net assets of each Fund and is paid monthly. The Investment Manager and/or its affiliates may from time to time waive fees and/or reimburse certain Fund expenses. See the Funds’ prospectuses for more information.
Management Agreement Fee Schedule
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
(a) When calculating asset levels for purposes of determining fee breakpoints, asset levels are based on net assets of the Fund, including assets invested in any wholly-owned subsidiary advised by the Investment Manager (“Subsidiaries”). Fees payable by the Fund under this agreement shall be reduced by any management services fees paid to the Investment Manager by any Subsidiaries under separate management agreements with the Subsidiaries.
(b) Effective December 1, 2016, the fee schedule changed resulting in a fee rate decrease for all asset levels.
(c) Effective July 1, 2017, the fee schedule changed resulting in a fee rate decrease for all asset levels.
(d) The Investment Manager, from the management services fee it receives from the Fund, pays all operating expenses of the Fund, with the exception of brokerage fees and commissions, taxes, interest, fees and expenses of Trustees who are not officers, directors or employees of the Investment Manager or its affiliates, Rule 12b-1 and/or shareholder servicing fees and any extraordinary non-recurring expenses that may arise, including litigation expenses.
(e) In return for the management services fee, the Investment Manager has agreed to pay all of the operating costs and expenses of the Fund other than Independent Trustees fees and expenses, including their legal counsel, auditing expenses, interest incurred on borrowing by the Fund, if any, portfolio transaction expenses, taxes and extraordinary expenses. This fee is sometimes referred to herein as the “Unitary Fee.” Any custody credits are applied to offset Fund expenses prior to determining the expenses the Investment Manager is required to bear; however, the Investment Manager bears any custodian overdraft charges. The Fund does not pay custodian or transfer agent fees because payment for such services is included in its Unitary Fee.
Statement of Additional Information – May 7, 2018 89

 

Adaptive Risk Allocation Fund. The Fund pays the Investment Manager a management services fee according to the following schedules:
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%
In no event shall the management services fee be negative even if the value of one of the categories is a negative amount (for instance, if the Fund’s liabilities exceed the value of assets in Category 3). Although the fee for each category is calculated separately and there is no negative management services fee, the Investment Manager currently intends to calculate the management services fee by reducing (but not below $0) any management services fee payable on one category by any negative management services fee in another category. The Investment Manager may change this calculation methodology at any time.
Adaptive Retirement Funds. The Investment Manager has implemented a schedule for the Adaptive Retirement Funds’ management services fees whereby each Fund pays (i) a 0.02% management services fee on its assets invested in affiliated underlying funds (including ETFs and closed-end funds) that pay a management services fee (or advisory services fee, as applicable) to the Investment Manager; and (ii) a 0.47% management services fee on its assets invested in any other securities or instruments, including any underlying fund that does not pay a management services fee (or advisory services fee) to the Investment Manager, such as the Solutions Series Funds.
Diversified Real Return Fund. The Investment Manager has implemented a schedule for Diversified Real Return Fund’s management services fees whereby the Fund pays (i) a 0.02% management services fee on its assets invested in affiliated funds (including ETFs and closed-end funds) that pay a management services fee (or investment advisory services fee, as applicable) to the Investment Manager; and (ii) a 0.76% management services fee on its assets invested in ETFs and mutual funds that are not managed by the Investment Manager or its affiliates, securities, instruments and other assets not described above, including without limitation affiliated mutual funds, ETFs and closed-end mutual funds that do not pay a management services fee to the Investment Manager, third party closed-end funds, derivatives and individual securities.
Under the Management Agreement, each Fund that does not pay a Unitary Fee also pays taxes, brokerage commissions and nonadvisory expenses, which include custodian fees and charges; fidelity bond premiums; certain legal fees; registration fees for shares; consultants’ fees; compensation of Board members, officers and employees not employed by the Investment Manager or its affiliates; corporate filing fees; organizational expenses; expenses incurred in connection with lending securities; interest and fee expense related to a Fund’s participation in inverse floater structures; and expenses properly payable by a Fund, approved by the Board.
Management Services Fees Paid. The table below shows the total management services fees paid by each Fund, as applicable, under the Management Agreement for the last three fiscal periods (net of management services fee waivers). Amounts shown for the first period that management services fees were paid for each Fund are for the period from the Fund’s Management Agreement Effective Date through the applicable fiscal year end. The table is organized by fiscal year end. For more information about fees waived or Fund expenses reimbursed by the Investment Manager, see Expense Limitations .
Statement of Additional Information – May 7, 2018 90

 

Management Services Fees
  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.
Investment Management Services Agreement
Prior to the Management Agreement Effective Date listed for each Fund in the Management Agreement Fee Rates section above, each Fund, except the Adaptive Retirement Funds, MM Directional Alternative Strategies Fund, MM International Equity Strategies Fund and the Solution Series Funds, was party to the Investment Management Services Agreement and the Administrative Services Agreement with the Investment Manager for advisory and administrative services, respectively. Each Fund party to these agreements paid the Investment Manager an annual fee for advisory services, as set forth in the Investment Management Services Agreement, and a separate fee for administrative services under the Administrative Services Agreement. See Investment Management and Other Services – The Administrator for information with respect to the Administrative Services Agreement. As of the Management Agreement Effective Date listed for each Fund, these services have been combined under the Management Agreement as described above.
Services Provided Under the Investment Management Services Agreement
Under the Investment Management Services Agreement, the Investment Manager was contracted to furnish each Fund with investment research and advice. For these services, unless otherwise noted, each Fund paid a monthly fee to the Investment Manager based on the daily closing value of the total net assets of a Fund. Under the Investment Management Services Agreement, any liability of the Investment Manager to the Trusts, a Fund and/or its shareholders is limited to situations involving the Investment Manager’s own willful misfeasance, bad faith, negligence in the performance of its duties or reckless disregard of its obligations and duties.
Investment Advisory Services Fee
Prior to the Management Agreement Effective Date, the investment advisory services fee was calculated as a percentage of the daily net assets of each Fund and was paid monthly at the annual rates set forth in the Investment Management Services Agreement.
Statement of Additional Information – May 7, 2018 92

 

Investment Advisory Services Fees Paid. The table below shows the total investment advisory services fees paid by each Fund under the Investment Management Services Agreement for the last three fiscal periods (net of investment advisory services fee waivers). Beginning with the fiscal year ended March 31, 2016, amounts shown are for the period from the first day of the applicable fiscal year through the Fund's Management Agreement Effective Date (see Management Agreement Fee Schedule ). As of each Fund's Management Agreement Effective Date, the Fund no longer paid these fees. The table is organized by fiscal year end. For more information about fees waived or Fund expenses reimbursed by the Investment Manager, see Expense Limitations .
Investment Advisory Services Fees
  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.
Manager of Managers Exemption
The SEC has issued an order that permits the Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for a Fund without first obtaining shareholder approval. The order permits a Fund to add or to change unaffiliated subadvisers or to change the fees paid to such subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. The Investment Manager and the Columbia Funds have applied to amend this order. If issued, the updated order would permit the Investment Manager, subject to the approval of the Board, to appoint not only unaffiliated subadvisers but also affiliated subadvisers without first obtaining shareholder approval.
The Investment Manager and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, the Investment Manager discloses to the Board the nature of any such material relationships .
Subadvisory Agreements
The assets of certain Funds are managed by subadvisers that have been selected by the Investment Manager, subject to the review and approval of the Board. Generally, the Investment Manager recommends a subadviser to the Board based upon its assessment of the skills of the subadvisers in managing other assets in accordance with objectives and investment strategies substantially similar to those of the applicable Fund. Among other responsibilities, the Investment Manager (i) monitors on a daily basis the compliance of the subadviser with the investment objectives and related policies of the Fund, (ii) assesses changes to the subadvisers' business brought to the Investment Manager’s attention by subadviser or otherwise publicly announced, (iii) performs due diligence reviews of the subadviser, (iv) monitors the performance of each subadviser and (v) regularly provides reports on such performance to the Board. However, short-term investment performance is not the only factor in selecting or terminating a subadviser, and the Investment Manager does not expect to make frequent changes of subadvisers. Subadvisers affiliated with the Investment Manager must be approved by shareholders.
The Investment Manager allocates the assets of a Fund with multiple subadvisers among the subadvisers. Each subadviser has discretion, subject to oversight by the Board and the Investment Manager, to purchase and sell portfolio assets, consistent with the Fund’s investment objectives, policies, and restrictions. Generally, the services that a subadviser provides to the Fund are limited to asset management and related recordkeeping services.
Statement of Additional Information – May 7, 2018 94

 

The Investment Manager has entered into a subadvisory agreement with each subadviser under which the subadviser provides investment advisory and portfolio management assistance to some or all of the Fund’s portfolio, as well as investment research and statistical information, subject to the oversight by the Investment Manager. A subadviser may also serve as a discretionary or non-discretionary investment adviser to management or advisory accounts that are unrelated in any manner to the Investment Manager or its affiliates.
With respect to each of Alternative Beta Fund, Diversified Absolute Return Fund, Diversified Real Return Fund, MM Directional Alternative Strategies Fund, MM International Equity Strategies Fund, Multi-Asset Income Fund and U.S. Social Bond Fund, the Funds' Board of Trustees and initial shareholder have approved a subadvisory agreement between the Investment Manager and Threadneedle, an affiliate of the Investment Manager and an indirect wholly-owned subsidiary of Ameriprise Financial. As of the date of this SAI, Threadneedle is not providing services to the Funds pursuant to the subadvisory agreement and therefore has not received any fees thereunder. To the extent Threadneedle begins to provide services to the Funds pursuant to the subadvisory agreement, subadvisory fees will be paid at the rates included in the following table.
The following table shows the subadvisory fee schedules for fees paid by the Investment Manager to subadvisers for Funds that have subadvisers. The fee is calculated as a percentage of the daily net assets of the applicable Fund (or portion thereof subadvised by the applicable subadviser), subject to any exceptions as noted in the table below, and is paid monthly. The table is organized by fiscal year end.
Subadvisers and Subadvisory Agreement Fee Schedules
Fund Subadviser Parent
Company/Other
Information
Fee Schedule
For Funds with fiscal period ending January 31
Diversified Real Return Fund Threadneedle
(since commencement of operations)
A 0.00% for all assets (a)
For Funds with fiscal period ending March 31
MM Growth Strategies Fund Loomis Sayles
(effective December 11, 2013)
B 0.27% for all assets
Los Angeles Capital
(effective February 7, 2017)
M 0.30% on the first $100 million declining to 0.13% as assets increase
For Funds with fiscal period ending April 30
MM Directional Alternative Strategies Fund Boston Partners
(since commencement of operations)
K 0.95% for all assets
AQR
(since commencement of operations)
C 0.90% on the first $100 million declining to 0.85% as assets increase
Analytic Investors
(since commencement of operations)
L 0.750% on the first $20 million declining to 0.625% as assets increase
Threadneedle
(since commencement of operations)
A 0.72% for all assets
Multi-Asset Income Fund Threadneedle
(since commencement of operations)
A 0.16% for all assets
For Funds with fiscal period ending May 31
Alternative Beta Fund Threadneedle
(since commencement of operations)
A 0.45% for all assets
Diversified Absolute Return Fund Threadneedle
(since commencement of operations)
A 0.45% for all assets
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.
(c) Effective May 1, 2017, the subadvisory fee schedule changed resulting in a fee rate decrease for certain asset levels.
Statement of Additional Information – May 7, 2018 96

 

A – Threadneedle is a direct subsidiary of Threadneedle Asset Management Holdings Limited and an affiliate of the Investment Manager, and an indirect wholly-owned subsidiary of Ameriprise Financial. Threadneedle and Threadneedle Asset Management Holdings Limited are located at Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom.
B – Loomis Sayles is a subsidiary of Natixis Investment Managers, L.P. (“Natixis US”), which is part of Natixis Investment Managers (formerly Natixis Global Asset Management), an international asset management group based in Paris, France, that is in turn owned by Natixis, a French investment banking and financial services firm. It is located at One Financial Center, Boston, MA 02111.
C – AQR is a Delaware limited liability company formed in 1998 and is located at Two Greenwich Plaza, Greenwich, Connecticut 06830. AQR is a wholly-owned subsidiary of AQR Capital Management Holdings, LLC (AQR Holdings), which has no activities other than holding the interest of AQR. Clifford S. Asness, Ph.D., M.B.A. may be deemed to control AQR through his voting control of the Board of Members of AQR Holdings. Affiliated Managers Group, Inc., a publicly traded holding company, holds a minority interest in AQR Holdings.
D – Water Island is located at 41 Madison Avenue, 42nd Floor, New York, New York 10010. John S. Orrico, President of Water Island, controls Water Island.
E – TCW, which is located at 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017, is a wholly-owned subsidiary of The TCW Group, Inc. The Carlyle Group, LP (“ Carlyle ”), a global alternative asset manager, may be deemed to be a control person of the Adviser by reason of its control of certain investment funds that indirectly control more than 25% of the voting stock of TCW. Carlyle also controls various other pooled investment vehicles and, indirectly, many of the portfolio companies owned by those funds.
F – Conestoga is a Delaware limited liability company located at 550 East Swedesford Road, Suite 120, Wayne, PA 19087. Conestoga is an employee-owned independent registered investment adviser. Conestoga was organized in 2001 and provides investment management services to institutional and individual clients.
G – DGHM is a Delaware limited liability company located at 565 Fifth Avenue, Suite 2101, New York, New York 10017. DGHM is 80% owned by Boston Private Financial Holdings, Inc., which is organized as a bank holding company focusing on wealth management through private banking and investment services. The remaining 20% interest in DGHM is employee owned. REMS provides advisory services with respect to investments that the portion of the MM Small Cap Equity Strategies Fund managed by DGHM may make in REITs. REMS is located at 1100 Fifth Avenue South, Suite 305, Naples, Florida 34102. The principal owners of REMS are Edward W. Turville, John E. Webster, John S. Whitaker, Michael H. Shelly and Beach Investment Management, LLC.
H – EAM is located at 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, California 92007. Prior to June 13, 2011, the firm was named Eudaimonia Asset Management, LLC. EAM employees/members own approximately 56% of EAM and Bryon C. Roth, through a majority ownership of CR Financial Holdings, Inc., indirectly owns the remaining 44% interest in the firm.
I – BMO, which is located at 115 South LaSalle Street, 11th Floor, Chicago, Illinois 60603, is a wholly-owned subsidiary of BMO Financial Corp., which is in turn a wholly-owned subsidiary of the Bank of Montréal, a publicly held Canadian diversified financial services company.
J – PGIM, which is located at 655 Broad Street, Newark, New Jersey 07102, is an indirect, wholly-owned subsidiary of Prudential Financial, Inc. (PGIM Fixed Income). PGIM is the global investment management business of Prudential Financial, Inc.
K – Boston Partners, which is located at 909 Third Avenue, New York, New York 10022, is an indirect wholly owned subsidiary of ORIX Corporation.
L – Analytic Investors is located at 555 West Fifth Street, Los Angeles, California 90013. Analytic Investors is an employee owned and controlled independent registered investment adviser. Analytic Investors was organized in 1970 and provides investment management services to institutional and individual clients. On October 1, 2016, Wells Capital Management, Inc., a subsidiary of Wells Fargo & Company, acquired Analytic Investors.
M – Los Angeles Capital is located at 11150 Santa Monica Blvd. Suite 200, Los Angeles, CA 90025. Los Angeles Capital is an employee owned, independent registered investment adviser. Los Angeles Capital was formed in 2002 and provides investment management and subadvisory services to institutional investors globally, mutual funds and pooled funds.
N – Manulife is located at 197 Clarendon Street, Boston, MA 02116.
O – Arrowstreet is located at 200 Clarendon Street, 30 th Floor, Boston, MA 02116.
P – Baillie Gifford is located at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN.
Q – Causeway is located at 11111 Santa Monica Blvd., 15 th Floor, Los Angeles, CA 90025.
Statement of Additional Information – May 7, 2018 97

 

The following table shows the subadvisory fees paid by the Investment Manager to subadvisers in the last three fiscal periods or, if shorter, since the Fund’s commencement of operations.
With respect to each of Alternative Beta Fund, Diversified Absolute Return Fund, Diversified Real Return Fund, MM Directional Alternative Strategies Fund, MM International Equity Strategies Fund, Multi-Asset Income Fund and U.S. Social Bond Fund, as of the date of this SAI, Threadneedle is not providing services to the Funds pursuant to the subadvisory agreement; accordingly, payments to Threadneedle from these Funds are not included in the following table.
    Subadvisory Fees Paid
Fund Subadviser 2017 2016 2015
For Funds with fiscal period ending March 31
MM Growth Strategies Fund LA Capital $109,687 (a) N/A N/A
Loomis Sayles 2,801,226 $2,082,561 $713,550
For Funds with fiscal period ending April 30
MM Directional Alternative Strategies Fund Analytic Investors 1,049,495 (b) N/A N/A
AQR 1,461,835 (b) N/A N/A
Boston Partners 2,079,058 (b) N/A N/A
For Funds with fiscal period ending August 31
MM Alternative Strategies Fund AQR 1,645,635 1,935,948 1,855,699
TCW (c) 186,845 N/A N/A
Wasatch 194,138 1,433,722 1,546,847
Water Island 1,672,157 1,558,201 1,549,211
MM Small Cap Equity Strategies Fund BMO 557,267 601,312 N/A
Conestoga 878,850 1,210,731 894,675
DGHM 857,735 1,156,275 907,318
EAM 854,606 1,022,250 875,997
MM Total Return Bond Strategies Fund Former subadviser:
Federated
(through May 13, 2016)
N/A 972,639 1,321,671
Loomis Sayles 1,413,796 506,365 (d) N/A
PGIM 2,193,440 613,465 (e) N/A
TCW 1,419,650 1,540,587 1,577,344
(a) For the period from February 7, 2017 to March 31, 2017.
(b) For the period from October 17, 2016 (commencement of operations) to April 30, 2017.
(c) The subadviser began managing the Fund after its last fiscal year end; therefore there are no fees to report.
(d) For the period from April 11, 2016 to August 31, 2016.
(e) For the period from May 16, 2016 to August 31, 2016.
Portfolio Managers. The following table provides information about the portfolio managers of each Fund. The references in the Potential Conflicts of Interest and the Structure of Compensation columns in the table below refer, respectively, to the descriptions in the Potential Conflicts of Interest and Structure of Compensation subsections immediately following the table. The table is organized by fiscal year end.
Statement of Additional Information – May 7, 2018 98

 

    Other Accounts Managed (Excluding the Fund) Ownership
of Fund
Shares
Potential
Conflicts
of Interest
Structure
of
Compensation
Fund Portfolio
Manager
Number
and Type
of Account*
Approximate
Total Net
Assets
Performance-
Based
Accounts**
For Funds with fiscal year ending January 31 – Information is as of January 31, 2017, unless otherwise noted
Diversified
Real Return
Fund
Jeffrey Knight 26 RICs
2 PIVs
6 other
accounts
$68.61 billion
$16.31 million
$16.09 million
None None Columbia
Management
Columbia
Management
Anwiti Bahuguna 22 RICs
22 PIVs
16 other accounts
$66.29 billion
$2.43 billion
$97.77 million
None None
Joshua Kutin 12 RICs
4 PIVs
8 other accounts
$8.32 billion
$0.47 million
$47.36 million
None None
Dan Boncarosky 10 RICs
2 other accounts
$6.02 million
$0.19 million
None None
For Funds with fiscal year ending March 31 – Information is as of March 31, 2017, unless otherwise noted
Adaptive Retirement 2020 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 2025 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 2030 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 2035 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
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

 

    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**
Ultra Short
Term Bond
Fund
Leonard A. Aplet (r) 6 RICs
14 PIVs
64 other
accounts
$18.98 billion
$2.10 billion
$6.24 billion
None None Columbia
Management
Columbia
Management
Ronald Stahl 3 RICs
14 PIVs
48 other
accounts
$4.53 billion
$2.10 billion
$5.11 billion
None None
Greg Liechty 3 RICs
14 PIVs
45 other
accounts
$4.53 billion
$2.10 billion
$5.15 billion
None None
For Funds with fiscal year ending August 31 – Information is as of August 31, 2017, unless otherwise noted
Balanced Fund Guy W. Pope 8 RICs
7 PIVs
65 other
accounts
$15.00 billion
$1.77 billion
$5.59 billion
None $100,001 –
$500,000 (a)
$50,001 -
$100,000 (b)
Columbia
Management
Columbia
Management
Leonard A. Aplet (r) 6 RICs
14 PIVs
64 other
accounts
$17.98 billion
$2.13 billion
$6.26 billion
None $100,001 –
$500,000 (a)
$10,001 –
$50,000 (b)
Jason Callan (q) 11 RICs
3 PIVs
4 other accounts
$15.05 billion
$119.63 million
$1.63 million
None None
Gregory S.
Liechty
3 RICs
14 PIVs
46 other
accounts
$3.59 billion
$2.13 billion
$5.16 billion
None $50,001 –
$100,000 (b)
Ronald B. Stahl 3 RICs
14 PIVs
48 other
accounts
$3.59 billion
$2.13 billion
$5.13 billion
None $100,001 –
$500,000 (a)
$10,001 –
$50,000 (b)
Contrarian
Core Fund
Guy W. Pope 8 RICs
7 PIVs
65 other
accounts
$8.56 billion
$1.77 billion
$5.59 billion
None Over
$1,000,000 (a)
$100,001 –
$500,000 (b)
Columbia
Management
Columbia
Management
Disciplined
Small
Core Fund
Brian Condon 24 RICs
4 PIVs
55 other
accounts
$13.51 billion
$131.92 million
$6.30 billion
None $10,001 –
$50,000 (a)
$100,001 –
$500,000 (b)
Columbia
Management
Columbia
Management
Peter Albanese 18 RICs
4 PIVs
50 other accounts
$13.45 billion
$131.92 million
$6.29 billion
None $10,001-$50,000 (b)
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

 

    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 (continued)
Manulife:
Daniel Janis III (d)

5 RICs
34 PIVs
15 other accounts

$13.12 billion
$17.68 billion
$10.07 billion

2 other accounts ($6.84 B)

None

Manulife

Manulife
Christopher Chapman (d) 4 RICs
32 PIVs
15 other accounts
$12.76 billion
$17.38 billion
$10.07 billion
2 other accounts ($6.84 B) None
Thomas Goggins (d) 4 RICs
31 PIVs
15 other accounts
$12.85 billion
$17.25 billion
$10.07 billion
2 other accounts ($6.84 B) None
Kisoo Park (d) 4 RICs
33 PIVs
15 other accounts
$12.85 billion
$17.39 billion
$10.07 billion
2 other accounts ($6.84 B) None
TCW:
Tad Rivelle

30 RICs
51 PIVs
240 other accounts

$115.97 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
$107.9 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
$115.95 billion
$12.1 billion
$38.81 billion
24 PIVs
($1.61 B)
8 other
accounts
($3.98 B)
None
Water Island:
Edward Chen

2 RICs

$136 million

None

None

Water
Island

Water
Island
Gregory Loprete 3 RICs
$520 billion None None
Todd W. Munn 3 RICs
$2.35 billion None None
Roger P.
Foltynowicz
3 RICs
$2.35 billion None None
Statement of Additional Information – May 7, 2018 109

 

    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 Arrowstreet:
Peter Rathjens (l)
3 RICs
68 PIVs
88 other accounts
$1.70 billon
$52.72 billion
$46.35 billion
1 RIC
($266 M)
23 PIVs
($22.90 B)
9 other accounts
(3.05 B)
None
Arrowstreet

Arrowstreet
John Capeci (l) 3 RICs
68 PIVs
88 other accounts
$1.70 billion
$52.72 billion
$46.35 billion
1 RIC
($266 M)
23 PIVs
($22.90 B)
9 other accounts
(3.05 B)
None
Tuomo Vuolteenaho (l) 3 RICs
68 PIVs
88 other accounts
$1.70 billion
$52.72 billion
$46.35 billion
1 RIC
($266 M)
23 PIVs
($22.90 B)
9 other accounts
(3.05 B)
None
Manolis Liodakis (l) 3 RICs
68 PIVs
88 other accounts
$1.70 billion
$52.72 billion
$46.35 billion
1 RIC
($266 M)
23 PIVs
($22.90 B)
9 other accounts
(3.05 B)
None
Baillie Gifford:
Jonathan Bates (m)
4 RICs
35 other accounts
$5.45 billion
$16.82 billion
5 other accounts
($4.93 B)
None
Baillie Gifford

Baillie Gifford
Donald Farquharson (m) 4 RICs
1 PIV
38 other accounts
$5.45 billion
$891 million
$21.87 billion
5 other accounts
($4.93 B)
None
Jenny Tabberer (m) 4 RICs
35 other accounts
$5.45 billion
$16.82 billion
5 other accounts
($4.93 B)
None
Angus Franklin (m) 4 RICs
35 other accounts
$5.45 billion
$16.82 billion
5 other accounts
($4.93 B)
None
Andrew Stobart (m) 5 RICs
3 PIVs
42 other accounts
$7.18 billion
$1.33 billion
$21.80 billion
1 PIV
($13 M)
5 other accounts
($4.93 B)
None
Andrew Strathdee (m) 4 RICs
2 PIVs
39 other accounts
$5.45 billion
$392 million
$19.22 billion
6 other accounts
($5.40 B)
None
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

 

    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 Small Cap
Equity Strategies Fund
Columbia Management:
Jarl Ginsberg


4 RICs
42 other
accounts


$2.78 billion
$89.65 million


None


None


Columbia
Management


Columbia
Management
Christian K.
Stadlinger
4 RICs
36 other
accounts
$2.78 billion
$94.08 million
None None
Conestoga:
Robert M. Mitchell

2 RICs
1 PIV
142 other
accounts

$1.23 billion
$10.89 million
$1.1 billion

None

None

Conestoga

Conestoga
Joseph F.
Monahan
2 RICs
1 PIV
129 other accounts
$1.23 billion
$10.89 million
$1.02 billion
None None
DGHM:
Jeffrey C. Baker

11 PIVs
82 other
accounts

$53.52 million
$1.56 billion

3 PIVs
($34.4 M)
11 other
accounts
($279.24 M)

None

DGHM

DGHM
Bruce H. Geller 11 PIVs
82 other
accounts
$53.52 million
$1.56 billion
3 PIVs
($34.4 M)
11 other
accounts
($279.24 M)
None
Peter A. Gulli 11 PIVs
82 other
accounts
$53.52 million
$1.56 billion
3 PIVs
($34.4 M)
11 other
accounts
($279.24 M)
None
Edward W. Turville
(with REMS)
11 PIVs
82 other
accounts
$53.52 million
$1.56 billion
3 PIVs
($34.4 M)
11 other
accounts
($279.24 M)
None
EAM:
Montie L.
Weisenberger

6 RICs
2 other
accounts

$417.6 million
$241.2 million

None

None

EAM

EAM
Travis Prentice (i) 6 RICs
6 other accounts
$445.7 million
$625.0 million
None None
BMO:
David Corris (h)

8 RICs
6 PIVs
141 other
accounts

$1.44 billion
$4.83 billion
$6.29 billion

None

None

BMO

BMO
Thomas Lettenberger (h) 5 RICs
30 other
accounts
$566.41 million
$325.89 million
None None
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.
(i) The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of January 22, 2018.
(j) The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of December 31, 2017.
(k) The portfolio manager began managing the Fund on April 5, 2018 (commencement of operations); reporting information is provided as of January 31, 2018.
(l) The portfolio manager will begin managing the Fund on or about May 17, 2018 (commencement of operations); reporting information is provided as of February 28, 2018.
(m) The portfolio manager will begin managing the Fund on or about May 17, 2018 (commencement of operations); reporting information is provided as of December 31, 2017.
(n) The portfolio manager’s ownership information (excluding any notional investments) is provided as of April 18, 2018. As of July 31, 2017, the portfolio manager’s ownership (excluding any notional investments) was $10,001-$50,000.
(o) The portfolio manager’s ownership information (excluding any notional investments) is provided as of April 30, 2018. As of October 31, 2017, the portfolio manager did not hold any shares of the fund.
(p) Effective on or about June 30, 2018, the portfolio manager will no longer manage the Fund. Accordingly, effective on or about June 30, 2018, all references to Mr. Deininger in the SAI for the above mentioned fund are hereby removed.
(q) The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of March 31, 2018.
(r) Mr. Aplet expects to retire effective December 31, 2018. Accordingly, effective January 1, 2019, all references to Mr. Aplet in the SAI for the above mentioned fund are hereby removed.
Statement of Additional Information – May 7, 2018 115

 

Potential Conflicts of Interest
  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
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  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
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  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.
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  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
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  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
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  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.
In addition to the accounts above, portfolio managers may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Fund. The Investment Manager has in place a Code of Ethics that is designed to address conflicts and that, among other things, imposes restrictions on the ability of the portfolio managers and other “investment access persons” to invest in securities that may be recommended or traded in the Fund and other client accounts.
To the extent a fund-of-funds invest in securities and instruments other than other Funds, the portfolio manager is subject to the potential conflicts of interest described in Potential Conflicts of Interest – Columbia Management above.
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.
  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
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  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.
Structure of Compensation
  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.
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  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.
The second plan is similarly constructed although the participants’ annual participation in company earnings is deferred for two years from the time of award and is only payable if the portfolio manager remains at Loomis Sayles. In this plan, there are no post-retirement payments or non-compete covenants.
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Senior management expects that the variable compensation portion of overall compensation will continue to remain the largest source of income for those investment professionals included in the plan. The plan was initially offered to portfolio managers and over time the scope of eligibility widened to include other key investment professionals. Management has full discretion on what units are issued and to whom.
Portfolio managers also participate in the Loomis Sayles profit sharing plan, in which Loomis Sayles makes a contribution to the retirement plan of each employee based on a percentage of base salary (up to a maximum amount). The portfolio managers may also participate in the Loomis Sayles defined benefit pension plan, which applies to all Loomis Sayles employees who joined the firm prior to May 3, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).
  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.
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  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
Scorecards are used to measure performance of Threadneedle funds and other accounts managed by the employee. Prior to 2016, the primary measurement of performance was return versus the relevant benchmark on a 1- and 3-year basis, with a bias towards 3-year performance in order to incentivize delivery of longer-term performance. In order to provide an integrated global compensation framework to investment employees across all locations, in 2016 performance will be measured versus peer performance wherever appropriate, in addition to return versus benchmark. In addition, longer-term performance will be incorporated, using 1-year, 3-year, and 4-year performance in 2016, and 1-year, 3-year, 5-year performance from 2017 onwards, both weighted 10% on the 1-year, 60% on the 3-year, and 30% on the 4 or 5-year. 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.
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 funds and other accounts they manage. The value of the deferral account is based on the performance of those funds. Employees have the option of selecting from various internal funds for their deferral account. Deferrals vest over multiple years, so they help to retain employees and to align their longer-term interests with those of the investor.
Exceptions to this general approach to bonuses exist for certain teams and individuals. Funding for the bonus pool is determined by management and overseen by the EMEA Remuneration Committee, 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 the asset management business profitability for the year, which is largely determined by assets under management.
Statement of Additional Information – May 7, 2018 139

 

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, Health Care, Life Insurance, Long Term Disability Insurance, and retirement savings plans.
  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.
The Administrator
Columbia Management Investment Advisers, LLC (which is also the Investment Manager) serves as administrator of the Funds.
Administrative Services Agreement
Prior to the Management Agreement Effective Date listed for each Fund in the Management Agreement Fee Rates section above, each Fund, except the Adaptive Retirement Funds, MM Directional Alternative Strategies Fund, MM International Equity Strategies Fund and the Solution Series Funds, was party to the Investment Management Services Agreement and the Administrative Services Agreement with the Investment Manager for advisory and administrative services, respectively. Each Fund party to these agreements paid the Investment Manager an annual fee for advisory services, as set forth in the Investment Management Services Agreement, and a separate fee for administrative services under the Administrative Services Agreement. See Investment Management and Other Services – The Investment Manager and Subadvisers – Investment Management Services Agreement for information with respect to the Investment Management Services Agreement. As of the Management Agreement Effective Date, these services have been combined under the Management Agreement as described in the Investment Management and Other Services – The Investment Manager and Subadvisers section.
Services Provided Under the Administrative Services Agreement
Pursuant to the terms of the Administrative Services Agreement, the Investment Manager has agreed to provide all of the services necessary for, or appropriate to, the business and effective operation of each Fund that are not (a) provided by employees or other agents engaged by the Fund or (b) required to be provided by any person pursuant to any other agreement or arrangement with the Fund.
Administrative Services Fee
Prior to the Management Agreement Effective Date, the administrative services fee was calculated as a percentage of the daily net assets of each Fund and was paid monthly at the annual rates as set forth in the Administrative Services Agreement.
Administrative Services Fees Paid. The table below shows the total administrative services fees paid by each Fund under the Administrative Services Agreement for the last three fiscal periods. Beginning with the fiscal year ended March 31, 2016, amounts shown are for the period from the first day of the applicable fiscal year through the Fund's Management Agreement Effective Date (see Management Agreement Fee Schedule ). As of each Fund's Management Agreement Effective Date, the Fund no longer paid these fees. The table is organized by fiscal year end.
Administrative Services Fees
  Administrative Services Fees
  2017 2016 2015
For Funds with fiscal period ending January 31
Diversified Real Return Fund $420 $2,208 $2,157 (a)
For Funds with fiscal period ending March 31
MM Growth Strategies Fund N/A 392,250 938,124
Pacific/Asia Fund N/A 71,076 214,928
Select Large Cap Growth Fund N/A 1,095,275 3,122,847
For Funds with fiscal period ending April 30
Bond Fund N/A 142,968 492,269
Corporate Income Fund N/A 314,329 942,806
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.
The Distributor
Columbia Management Investment Distributors, Inc. (the Distributor), 225 Franklin Street, Boston, MA 02110, an indirect wholly-owned subsidiary of Ameriprise Financial and an affiliate of the Investment Manager, serves as the principal underwriter and distributor for the continuous offering of shares of the Funds pursuant to a Distribution Agreement. The Distribution Agreement obligates the Distributor to use reasonable efforts to find purchasers for the shares of the Funds.
Distribution Obligations
Pursuant to the Distribution Agreement, the Distributor, as agent, sells shares of the Funds on a continuous basis and transmits purchase and redemption orders that it receives to the Trust or the Transfer Agent, or their designated agents. Additionally, the Distributor has agreed to use reasonable efforts to solicit orders for the sale of shares and to undertake advertising and promotion as it believes appropriate in connection with such solicitation. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances those activities as it deems reasonable and which are primarily intended to result in the sale of shares of the Funds, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than existing shareholders, and the printing and mailing of sales literature. The Distributor, however, may be compensated or reimbursed for all or a portion of such expenses to the extent permitted by a Distribution Plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act. See Investment Management and Other Services – Distribution and/or Servicing Plans for more information about the share classes for which the Trust has adopted a Distribution Plan.
See Investment Management and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest for more information about conflicts of interest, including those that relate to the Investment Manager and its affiliates.
The Distribution Agreement became effective with respect to each Fund after approval by its Board, and, after an initial two-year period, continues from year to year, provided that such continuation of the Distribution Agreement is specifically approved at least annually by the Board, including its Independent Trustees. The Distribution Agreement terminates automatically in the event of its assignment, and is terminable with respect to each Fund at any time without penalty by the Trust (by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund) or by the Distributor on 60 days’ written notice.
Underwriting Commissions Paid by the Funds
The Distributor received commissions and other compensation for its services as reflected in the following charts, which show amounts paid to the Distributor, as well as amounts the Distributor retained, after paying commissions, for the three most recently completed fiscal years.
Sales Charges Paid to, and Retained by, Distributor
  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 January 31
Diversified Real Return Fund $897 $0 $0 (a) $129 $0 $0 (a)
For Funds with fiscal period ending March 31
Adaptive Retirement 2020 Fund (b) N/A N/A N/A N/A N/A N/A
Adaptive Retirement 2025 Fund (c) N/A N/A N/A N/A N/A N/A
Adaptive Retirement 2030 Fund (b) N/A N/A N/A N/A N/A N/A
Adaptive Retirement 2035 Fund (c) N/A N/A N/A N/A N/A N/A
Adaptive Retirement 2040 Fund (b) N/A N/A N/A N/A N/A N/A
Adaptive Retirement 2045 Fund (c) N/A N/A N/A N/A N/A N/A
Adaptive Retirement 2050 Fund (b) N/A N/A N/A N/A N/A N/A
Adaptive Retirement 2055 Fund (c) N/A N/A N/A N/A N/A N/A
Adaptive Retirement 2060 Fund (b) N/A N/A N/A N/A N/A N/A
MM Growth Strategies Fund 0 0 0 0 0 0
Pacific/Asia Fund 3,494 17,791 7,352 582 2,639 1,015
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.
Part of the sales charge may be paid to selling dealers who have agreements with the Distributor. The Distributor will retain the balance of the sales charge. At times the entire sales charge may be paid to selling dealers. See the prospectus for amounts retained by financial intermediaries as a percentage of the offering price.
Distribution and/or Servicing Plans
The Trustees have adopted distribution and/or shareholder servicing plans for certain share classes. See the cover of this SAI for the share classes offered by the Funds.
The table below shows the annual distribution and/or services fees (payable monthly and calculated based on an annual percentage of average daily net assets) and the combined amount of such fees applicable to each share class. The Trust is not aware as to what amount, if any, of the distribution and service fees paid to the Distributor were, on a Fund-by-Fund basis, used for advertising, printing and mailing of prospectuses to other than current shareholders, compensation to broker-dealers, compensation to sales personnel, or interest, carrying or other financing charges.
  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.
(e) Class R shares pay a distribution fee pursuant to a Fund’s distribution (Rule 12b-1) plan for Class R shares. The Funds do not have a shareholder service plan for Class R shares.
(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.
If you maintain shares of a Fund directly with the Fund, without working directly with a financial advisor or financial intermediary, distribution and service fees, as applicable, are retained by the Distributor as payment or reimbursement for incurring certain distribution and shareholder service related expenses.
Over time, these distribution and/or shareholder service fees will reduce the return on your investment and may cost you more than paying other types of sales charges. The Fund will pay these fees to the Distributor and/or to eligible financial intermediaries for as long as the distribution and/or shareholder servicing plans continue in effect. The Fund may reduce or discontinue payments at any time. Your financial intermediary may also charge you other additional fees for providing services to your account, which may be different from those described here.
The shareholder servicing plans permit the Funds to compensate or reimburse financial intermediaries for the shareholder services they have provided. The Distribution Plans permit the Funds to compensate or reimburse the Distributor and/or financial intermediaries for activities or expenses primarily intended to result in the sale of the classes’ shares. Payments are made at an annual rate and paid monthly, as a percentage of average daily net assets, set from time to time by the Board, and are charged as expenses of each Fund directly to the applicable share class. A substantial portion of the expenses incurred pursuant to these plans may be paid to affiliates of the Distributor and Ameriprise Financial.
Under the shareholder servicing plan, the Board must review, at least quarterly, a written report of the amounts paid under the servicing agreements and the purposes for which those expenditures were made. The initial term of the shareholder servicing plan is one year and it will continue in effect from year to year provided that its continuance is specifically approved at least annually by a majority of the Board, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the shareholder servicing plan or in any agreement related to it. Any material amendment to the shareholder servicing plan must be approved in the same manner. The shareholder servicing plan is terminable at any time with respect to the Funds by a vote of a majority of the Independent Trustees.
The Trustees believe the Distribution Plans could be a significant factor in the growth and retention of a Fund’s assets resulting in more advantageous expense ratios and increased investment flexibility which could benefit each class of Fund shareholders. The Distribution Plans will continue in effect from year to year so long as continuance is specifically approved at least annually
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by a vote of the Trustees, including the Independent Trustees. The Distribution Plans may not be amended to increase the fee materially without approval by vote of a majority of the outstanding voting securities of the relevant class of shares, and all material amendments of the Distribution Plans must be approved by the Trustees in the manner provided in the foregoing sentence. The Distribution Plans may be terminated at any time by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the relevant class of shares.
Class V Shares Shareholder Service Fees
The Funds that offer Class V shares have adopted a shareholder services plan that permits them to pay for certain services provided to Class V shareholders by their financial intermediaries. Equity Funds may pay shareholder servicing fees up to an aggregate annual rate of 0.50% of the Fund’s average daily net assets attributable to Class V shares (comprised of up to 0.25% for shareholder liaison services and up to 0.25% for administrative support services). Fixed income Funds may pay shareholder servicing fees up to an aggregate annual rate of 0.40% of the Fund’s average daily net assets attributable to Class V shares (comprised of an annual rate of up to 0.20% for shareholder liaison services and up to 0.20% for administrative support services). These fees are currently limited to an aggregate annual rate of not more than 0.25% for equity Funds and not more than 0.15% for fixed income Funds. These fees for Class V shares are not paid pursuant to a Rule 12b-1 plan. With respect to those Funds that declare dividends on a daily basis, the shareholder servicing fee shall be waived by the financial intermediaries to the extent necessary to prevent net investment income from falling below 0.00% on a daily basis. The Funds consider “administrative support services” to include, without limitation, (i) aggregating and processing purchase and redemption orders, (ii) providing beneficial owners with statements showing their positions in the Funds, (iii) processing dividend payments, (iv) providing sub-accounting services for Fund shares held beneficially, (v) forwarding shareholder communications, such as proxies, shareholder reports, dividend and tax notices, and updating prospectuses to beneficial owners, (vi) receiving, tabulating and transmitting proxies executed by the beneficial owners, (vii) sub-transfer agent services for beneficial owners of Fund shares and (viii) other similar services. If you maintain shares of a Fund directly with the Fund, without working directly with a financial advisor or other intermediary, shareholder services fees may be retained by the Distributor as payment or reimbursement for incurring certain shareholder service related expenses.
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Fees Paid
The table below shows the distribution and/or servicing fees paid by each Fund during the Fund's last fiscal year (or period). The table is organized by fiscal year end.
Rule 12b-1 Fees
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
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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.
Other Services Provided
The Transfer Agent
Columbia Management Investment Services Corp. is the transfer agent for the Funds. The Transfer Agent is located at 225 Franklin Street, Boston, MA 02110. Under the Transfer Agency Agreement, the Transfer Agent provides transfer agency, dividend disbursing and shareholder services to the Funds, for which the Funds pay transfer agency fees based on the cost of servicing the Funds and a target profit margin. The Funds pay the Transfer Agent an annual fee payable monthly that varies by account type (on a per account or asset-based basis). With respect to Class Inst3 shares, the annual rate for transfer agency fees is currently capped at 0.02%. As described below under Other Practices – Additional Shareholder Servicing Payments , transfer agency fees for Class Inst2 shares are also subject to an expense limitation.
In addition to the fees above, the Funds pay a fee for shareholder services provided by financial intermediaries who maintain shares through omnibus or networked accounts. See Other Practices – Additional Shareholder Servicing Payments for more information.
The Funds also pay certain reimbursable out-of-pocket expenses of the Transfer Agent. The Transfer Agent also may retain as additional compensation for its services revenues for fees for wire, telephone and redemption orders, IRA trustee agent fees and account transcripts due the Transfer Agent from Fund shareholders and credits (net of bank charges) earned with respect to balances in accounts the Transfer Agent maintains in connection with its services to the Funds. Transfer agency costs for each Fund are calculated separately for each of (i) Class Inst2 shares, (ii) Class Inst3 shares, and (iii) all other share classes.
The fees paid to the Transfer Agent may be changed by the Board without shareholder approval.
The Transfer Agent retains DST, 2000 Crown Colony Drive, Quincy, MA 02169 as the Funds’ sub-transfer agent. DST assists the Transfer Agent in carrying out its duties.
The Custodian
The Funds' securities and cash are held pursuant to a custodian agreement with JPMorgan, 1 Chase Manhattan Plaza, 19th Floor, New York, NY 10005. JPMorgan is responsible for safeguarding the Funds' cash and securities, receiving and delivering securities and collecting the Funds' interest and dividends. The custodian is permitted to deposit some or all of its securities in central depository systems as allowed by federal law. For its services, each Fund pays its custodian a maintenance charge and a charge per transaction in addition to reimbursing the custodian’s out-of-pocket expenses.
As part of this arrangement, securities purchased outside the United States are maintained in the custody of various foreign branches of JPMorgan or in other financial institutions as permitted by law and by the Funds' custodian agreement.
Independent Registered Public Accounting Firm
PwC, which is located at 45 South Seventh Street, Suite 3400, Minneapolis, MN 55402, is the Funds' independent registered public accounting firm. The financial statements contained in each Fund’s Annual Report were audited by PwC. The Board has selected PwC as the independent registered public accounting firm to audit the Funds' books and review their tax returns for their respective fiscal years.
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The Report of Independent Registered Public Accounting Firm and the audited financial statements are included in the annual report to shareholders of each Fund, and are incorporated herein by reference. No other parts of the annual or semi-annual reports to shareholders are incorporated by reference herein. The audited financial statements incorporated by reference into the Funds' prospectuses and this SAI have been so incorporated in reliance upon the report of the independent registered public accounting firm, given on its authority as an expert in auditing and accounting.
Counsel
Ropes & Gray LLP serves as legal counsel to the Trust. Its address is Prudential Tower, 800 Boylston St., Boston, Massachusetts 02199. Vedder Price P.C. serves as co-counsel. Its address is 1401 I Street N.W., Suite 1100, Washington, DC 20005.
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Expense Limitations
The Investment Manager and certain of its affiliates have agreed to waive fees and/or reimburse certain expenses, subject to certain exclusions described in a Fund’s prospectus, so that certain Funds’ net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges from the Fund’s custodian, do not exceed specified rates for specified time periods, also as described in a Fund’s prospectus.
The table below shows the total Fund level expenses reimbursed by the Investment Manager and its affiliates for the last three fiscal periods. The table is organized by fiscal year end.
Expenses Reimbursed
  Amounts Reimbursed
  2017 2016 2015
For Funds with fiscal period ending January 31
Diversified Real Return Fund $135,013 $153,869 $176,999 (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 0 0 0
Pacific/Asia Fund 0 0 0
Select Large Cap Growth Fund 0 0 0
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 784,175 908,180 752,335
Corporate Income Fund 555,872 476,459 89,583
MM Directional Alternative Strategies Fund 268,331 (d) N/A N/A
Multi-Asset Income Fund 330,226 411,083 64,010 (e)
Small Cap Value Fund I 43,690 1,923 0
Total Return Bond Fund 1,085,663 1,507,986 2,029,498
U.S. Treasury Index Fund 1,625,963 1,037,002 677,252
For Funds with fiscal period ending May 31
Adaptive Risk Allocation Fund 0 331,893 633,805
Alternative Beta Fund 183,218 976,916 335,108 (f)
Diversified Absolute Return Fund 354,486 392,299 90,008 (g)
Dividend Income Fund 0 0 0
HY Municipal Fund 570,809 788,955 770,550
For Funds with fiscal period ending July 31
AMT-Free OR Intermediate Muni Bond Fund 0 39,812 153,915
Large Cap Growth Fund 0 0 0
Tax-Exempt Fund 0 0 0
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  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.
The table below shows the total fees waived by the Investment Manager and its affiliates for the last three fiscal periods. If a Fund is not shown, there were no fees waived for the relevant fiscal periods. The table is organized by fiscal year end.
Fees Waived
  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
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  Fees Waived
  2017 2016 2015
Total Return Bond Fund $0 $0 $63,536
U.S. Treasury Index Fund 63,033 44,856 28,560
For Funds with fiscal period ending May 31
Alternative Beta Fund 635,534 214,103 28,890 (a)
HY Municipal Fund 59,246 42,675 30,431
For Funds with fiscal period ending July 31
AMT-Free OR Intermediate Muni Bond Fund 79,310 78,724 76,493
Tax-Exempt Fund 114,808 107,301 160,023
U.S. Social Bond Fund 387 0 0
For Funds with fiscal period ending August 31
Disciplined Small Core Fund 3,940 0 0
Emerging Markets Fund 28,676 0 0
MM Total Return Bond Strategies Fund 327,050 201,700 66,602
Strategic Income Fund 8,952 (b) 0 0
For Funds with fiscal period ending October 31
AMT-Free CT Intermediate Muni Bond Fund 14,338 18,599 18,684
AMT-Free MA Intermediate Muni Bond Fund 26,642 29,880 29,586
AMT-Free NY Intermediate Muni Bond Fund 59,696 67,077 57,409
Strategic CA Municipal Income Fund 148,406 149,221 127,240
Strategic NY Municipal Income Fund 87,538 76,118 53,321
(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.
Other Roles and Relationships of Ameriprise Financial and Its Affiliates —
Certain Conflicts of Interest
As described above in the Investment Management and Other Services section of this SAI, and in the More Information About the Fund – Primary Service Providers section of each Fund's prospectus, the Investment Manager, Distributor and Transfer Agent, all affiliates of Ameriprise Financial, receive compensation from the Funds for the various services they provide to the Funds. Additional information as to the specific terms regarding such compensation is set forth in these affiliated service providers’ contracts with the Funds, each of which typically is included as an exhibit to Part C of each Fund's registration statement.
In many instances, the compensation paid to the Investment Manager and other Ameriprise Financial affiliates for the services they provide to the Funds is based, in some manner, on the size of the Funds' assets under management. As the size of the Funds' assets under management grows, so does the amount of compensation paid to the Investment Manager and, as the case may be, other Ameriprise Financial affiliates for providing services to the Funds. This relationship between Fund assets and any affiliated service provider compensation may create economic and other conflicts of interests of which Fund investors should be aware. These potential conflicts of interest, as well as additional ones, are discussed in detail below and also are addressed in other disclosure materials, including the Funds' prospectuses. Many of these conflicts of interest also are highlighted in account documentation and other disclosure materials of Ameriprise Financial affiliates that make available or offer the Columbia Funds as investments in connection with their respective products and services. In addition, Parts 1A and 2A of the Investment Manager’s Form ADV, which it must file with the SEC as an investment adviser registered under the Investment Advisers Act of 1940, provide information about the Investment Manager’s business, assets under management, affiliates and potential conflicts of interest. Parts 1A and 2A of the Investment Manager’s Form ADV are available online through the SEC’s website at www.adviserinfo.sec.gov.
Additional actual or potential conflicts of interest and certain investment activity limitations that could affect the Funds may arise from the financial services activities of Ameriprise Financial and its affiliates, including, for example, the investment advisory/management services provided for clients and customers other than the Funds. Ameriprise Financial and its affiliates are engaged in a wide range of financial activities beyond the fund-related activities of the Investment Manager, including,
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among others, broker-dealer (sales and trading), asset management, insurance and other financial activities. The broad range of financial services activities of Ameriprise Financial and its affiliates may involve multiple advisory, transactional, lending, financial and other interests in securities and other instruments, and in companies, that may be bought, sold or held by the Funds. The following describes certain actual and potential conflicts of interest that may be presented.
Actual and Potential Conflicts of Interest Related to the Investment Advisory/Management Activities of Ameriprise Financial and its Affiliates in Connection With Other Advised/Managed Funds and Accounts
The Investment Manager, Ameriprise Financial and other affiliates of Ameriprise Financial may advise or manage funds and accounts other than the Funds. In this regard, Ameriprise Financial and its affiliates may provide investment advisory/management and other services to other advised/managed funds and accounts that are similar to those provided to the Funds. The Investment Manager and Ameriprise Financial’s other investment adviser affiliates (including, for example, Columbia Wanger Asset Management, LLC) will give investment advice to and make investment decisions for advised/managed funds and accounts, including the Funds, as they believe to be in that fund’s and/or account’s best interests, consistent with their fiduciary duties. The Funds and the other advised/managed funds and accounts of Ameriprise Financial and its affiliates are separately and potentially divergently managed, and there is no assurance that any investment advice Ameriprise Financial and its affiliates give to other advised/managed funds and accounts will also be given simultaneously or otherwise to the Funds.
A variety of other actual and potential conflicts of interest may arise from the advisory relationships of the Investment Manager, Ameriprise Financial and other Ameriprise Financial affiliates with other clients and customers. Advice given to the Funds and/or investment decisions made for the Funds by the Investment Manager or other Ameriprise Financial affiliates may differ from, or may conflict with, advice given to and/or investment decisions made by the Investment Manager, Ameriprise Financial and other Ameriprise Financial affiliates for other advised/managed funds and accounts. As a result, the performance of the Funds may differ from the performance of other funds or accounts advised/managed by the Investment Manager, Ameriprise Financial or other Ameriprise Financial affiliates. Similarly, a position taken by Ameriprise Financial and its affiliates, including the Investment Manager, on behalf of other funds or accounts may be contrary to a position taken on behalf of the Funds. Moreover, Ameriprise Financial and its affiliates, including the Investment Manager, may take a position on behalf of other advised/managed funds and accounts, or for their own proprietary accounts, that is adverse to companies or other issuers in which the Funds are invested. For example, the Funds may hold equity securities of a company while another advised/managed fund or account may hold debt securities of the same company. If the portfolio company were to experience financial difficulties, it might be in the best interest of the Funds for the company to reorganize while the interests of the other advised/managed fund or account might be better served by the liquidation of the company. This type of conflict of interest could arise as the result of circumstances that cannot be generally foreseen within the broad range of investment advisory/management activities in which Ameriprise Financial and its affiliates engage.
Investment transactions made on behalf of other funds or accounts advised/managed by the Investment Manager, Ameriprise Financial or other Ameriprise Financial affiliates also may have a negative effect on the value, price or investment strategies of the Funds. For example, this could occur if another advised/managed fund or account implements an investment decision ahead of, or at the same time as, the Funds and causes the Funds to experience less favorable trading results than they otherwise would have experienced based on market liquidity factors. In addition, the other funds and accounts advised/managed by the Investment Manager, Ameriprise Financial and other Ameriprise Financial affiliates, including the other Columbia Funds and accounts of Ameriprise Financial and its affiliates, may have the same or very similar investment objective and strategies as the Funds. In this situation, the allocation of, and competition for, investment opportunities among the Funds and other funds and/or accounts advised/managed by the Investment Manager, Ameriprise Financial or other Ameriprise Financial affiliates may create conflicts of interest especially where, for example, limited investment availability is involved. The Investment Manager has adopted policies and procedures designed to address the allocation of investment opportunities among the Funds and other funds and accounts advised by the Investment Manager, Ameriprise Financial and other affiliates of Ameriprise Financial. For more information, see Investment Management and Other Services – The Investment Manager and Subadvisers – Portfolio Managers – Potential Conflicts of Interest .
Sharing of Information among Advised/Managed Accounts
Ameriprise Financial and its affiliates, including the Investment Manager, also may possess information that could be material to the management of a Fund and may not be able to, or may determine not to, share that information with the Fund, even though the information might be beneficial to the Fund. This information may include actual knowledge regarding the particular investments and transactions of other advised/managed funds and accounts, as well as proprietary investment, trading and other market research, analytical and technical models, and new investment techniques, strategies and opportunities. Depending on the context, Ameriprise Financial and its affiliates generally will have no obligation to share any such information with the Funds. In general, employees of Ameriprise Financial and its affiliates, including the portfolio managers of the Investment Manager, will make investment decisions without regard to information otherwise known by other employees of Ameriprise Financial and its affiliates, and generally will have no obligation to access any such information and may, in some instances, not be able to access
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such information because of legal and regulatory constraints or the internal policies and procedures of Ameriprise Financial and its affiliates. For example, if the Investment Manager or another Ameriprise Financial affiliate, or their respective employees, come into possession of non-public information regarding another advised/managed fund or account, they may be prohibited by legal and regulatory constraints, or internal policies and procedures, from using that information in connection with transactions made on behalf of the Funds. For more information, see Investment Management and Other Services – The Investment Manager and Subadvisers – Portfolio Managers – Potential Conflicts of Interest .
Soft Dollar Benefits
Certain products and services, commonly referred to as “soft dollar services” (including, to the extent permitted by law, research reports, economic and financial data, financial publications, proxy analysis, computer databases and other research-oriented materials), that the Investment Manager may receive in connection with brokerage services provided to a Fund may have the inadvertent effect of disproportionately benefiting other advised/managed funds or accounts. This could happen because of the relative amount of brokerage services provided to a Fund as compared to other advised/managed funds or accounts, as well as the relative compensation paid by a Fund. It is possible that the Investment Manager or an investment subadviser subject to the recent revisions to the EU’s Markets in Financial Instruments Directive ("MiFID II") will cause a Fund to pay for research services with soft dollars in circumstances where it is prohibited from doing so with respect to other advised/managed funds or accounts, although those other advised/managed funds or accounts might nonetheless benefit from those research services.
Services Provided to Other Advised/Managed Accounts
Ameriprise Financial and its affiliates, including the Investment Manager, Distributor and Transfer Agent, also may act as an investment adviser, investment manager, administrator, transfer agent, custodian, trustee, broker-dealer, agent, or in another capacity, for advised/managed funds and accounts other than the Funds, and may receive compensation for acting in such capacity. This compensation that the Investment Manager, Distributor and Transfer Agent and other Ameriprise Financial affiliates receive could be greater than the compensation Ameriprise Financial and its affiliates receive for acting in the same or similar capacity for the Funds. In addition, the Investment Manager, Distributor and Transfer Agent and other Ameriprise Financial affiliates may receive other benefits, including enhancement of new or existing business relationships. This compensation and/or the benefits that Ameriprise Financial and its affiliates may receive from other advised/managed funds and accounts and other relationships could potentially create incentives to favor other advised/managed funds and accounts over the Funds. Trades made by Ameriprise Financial and its affiliates for the Funds may be, but are not required to be, aggregated with trades made for other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates. If trades are aggregated among the Funds and those other funds and accounts, the various prices of the securities being traded may be averaged, which could have the potential effect of disadvantaging the Funds as compared to the other funds and accounts with which trades were aggregated.
Proxy Voting
The Investment Manager has adopted proxy voting policies and procedures that are designed to provide that all proxy voting is done in the best economic interests of its clients, including the Funds, without regard to any resulting benefit or detriment to the Investment Manager and/or its affiliates, including Ameriprise Financial and its affiliates. Although the Investment Manager endeavors to make all proxy voting decisions with respect to the interests of the Funds for which it is responsible in accordance with its proxy voting policies and procedures, the Investment Manager’s proxy voting decisions with respect to a Fund’s portfolio securities may or may not benefit Ameriprise Financial or other affiliates of the Investment Manager or other advised/managed funds and accounts, and/or clients, of Ameriprise Financial and its affiliates. For more information about the Funds' proxy voting policies and procedures, see Investment Management and Other Services – Proxy Voting Policies and Procedures .
Certain Trading Activities
The directors/trustees, officers and employees of Ameriprise Financial and its affiliates may buy and sell securities or other investments for their own accounts, and in doing so may take a position that is adverse to the Funds. In order to reduce the possibility that such personal investment activities of the directors/trustees, officers and employees of Ameriprise Financial and its affiliates will materially adversely affect the Funds, Ameriprise Financial and its affiliates have adopted policies and procedures, and the Funds, the Board, the Investment Manager and the Distributor have each adopted a Code of Ethics that addresses such personal investment activities. For more information, see Investment Management and Other Services – Codes of Ethics .
Affiliate Transactions
Subject to applicable legal and regulatory requirements, a Fund may enter into transactions in which Ameriprise Financial and/or its affiliates, or companies that are deemed to be affiliates of a Fund because of, among other factors, their or their affiliates’ ownership or control of shares of the Fund, may have an interest that potentially conflicts with the interests of the Fund. For example, an affiliate of Ameriprise Financial may sell securities to a Fund from an offering in which it is an underwriter or that it
Statement of Additional Information – May 7, 2018 154

 

owns as a dealer, subject to applicable legal and regulatory requirements. Applicable legal and regulatory requirements also may prevent a Fund from engaging in transactions with an affiliate of the Fund, which may include Ameriprise Financial and its affiliates, or from participating in an investment opportunity in which an affiliate of a Fund participates.
Certain Investment Limitations
Regulatory and other restrictions may limit a Fund’s investment activities in various ways. For example, certain securities may be subject to ownership limitations due to regulatory limits on investments in certain industries (such as, for example, banking and insurance) and markets (such as emerging or international markets), or certain transactions (such as those involving certain derivatives or other instruments) or mechanisms imposed by certain issuers (such as, among others, poison pills). Certain of these restrictions may impose limits on the aggregate amount of investments that may be made by affiliated investors in the aggregate or in individual issuers. In these circumstances, the Investment Manager may be prevented from acquiring securities for a Fund (that it might otherwise prefer to acquire) if the acquisition would cause the Fund and its affiliated investors to exceed an applicable limit. These types of regulatory and other applicable limits are complex and vary significantly in different contexts including, among others, from country to country, industry to industry and issuer to issuer. The Investment Manager has policies and procedures designed to monitor and interpret these limits. Nonetheless, given the complexity of these limits, the Investment Manager and/or its affiliates may inadvertently breach these limits, and a Fund may therefore be required to sell securities that it might otherwise prefer to hold in order to comply with such limits. In addition, aggregate ownership limitations could cause performance dispersion among funds and accounts managed by the Investment Manager with similar investment objectives and strategies and portfolio management teams. For example, if further purchases in an issuer are restricted due to regulatory or other reasons, a portfolio manager would not be able to acquire securities or other assets of an issuer for a new Fund that may already be held by other funds and accounts with the same/similar investment objectives and strategies that are managed by the same portfolio management team. The Investment Manager may also choose to limit purchases in an issuer to a certain threshold for risk management purposes. If the holdings of the Investment Manager’s affiliates are included in that limitation, a Fund may be more limited in its ability to purchase a particular security or other asset than if the holdings of the Investment Manager’s affiliates had been excluded from the limitation. At certain times, a Fund may be restricted in its investment activities because of relationships that an affiliate of the Fund, which may include Ameriprise Financial and its affiliates, may have with the issuers of securities. This could happen, for example, if a Fund desired to buy a security issued by a company for which Ameriprise Financial or an affiliate serves as underwriter. In any of these scenarios, a Fund’s inability to participate (or participate further) in a particular investment, despite a portfolio manager’s desire to so participate, may negatively impact Fund performance. The internal policies and procedures of Ameriprise Financial and its affiliates covering these types of restrictions and addressing similar issues also may at times restrict a Fund’s investment activities. See also About Fund Investments – Certain Investment Activity Limits .
Actual and Potential Conflicts of Interest Related to Ameriprise Financial and its Affiliates’ Non-Advisory Relationships with Clients and Customers other than the Funds
The financial relationships that Ameriprise Financial and its affiliates may have with companies and other entities in which a Fund may invest can give rise to actual and potential conflicts of interest. Subject to applicable legal and regulatory requirements, a Fund may invest (a) in the securities of Ameriprise Financial and/or its affiliates and/or in companies in which Ameriprise Financial and its affiliates have an equity, debt or other interest, and/or (b) in the securities of companies held by other Columbia Funds. The purchase, holding and sale of such securities by a Fund may enhance the profitability and the business interests of Ameriprise Financial and/or its affiliates and/or other Columbia Funds. There also may be limitations as to the sharing with the Investment Manager of information derived from the non-investment advisory/management activities of Ameriprise Financial and its affiliates because of legal and regulatory constraints and internal policies and procedures (such as information barriers and ethical walls). Because of these limitations, Ameriprise Financial and its affiliates generally will not share information derived from its non-investment advisory/management activities with the Investment Manager.
Actual and Potential Conflicts of Interest Related to Ameriprise Financial Affiliates’ Marketing and Use of the Columbia Funds as Investment Options
Ameriprise Financial and its affiliates also provide a variety of products and services that, in some manner, may utilize the Columbia Funds as investment options. For example, the Columbia Funds may be offered as investments in connection with brokerage and other securities products offered by Ameriprise Financial and its affiliates, and may be utilized as investments in connection with fiduciary, investment management and other accounts offered by affiliates of Ameriprise Financial, as well as for other Columbia Funds structured as “funds-of-funds.” The use of the Columbia Funds in connection with other products and services offered by Ameriprise Financial and its affiliates may introduce economic and other conflicts of interest. These conflicts of interest are highlighted in account documentation and other disclosure materials for the other products and services offered by Ameriprise Financial and its affiliates.
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Ameriprise Financial and its affiliates, including the Investment Manager, may, subject to applicable legal and regulatory requirements, make payments to their affiliates in connection with the promotion and sale of the Funds' shares, in addition to the sales-related and other compensation that these parties may receive from the Funds, if any. As a general matter, personnel of Ameriprise Financial and its affiliates do not receive compensation in connection with their sales or use of the Funds that is greater than that paid in connection with their sales of other comparable products and services. Nonetheless, because the compensation that the Investment Manager and other affiliates of Ameriprise Financial may receive for providing services to the Funds is generally based on the Funds' assets under management and those assets will grow as shares of the Funds are sold, potential conflicts of interest may exist. See Other Practices – Additional Shareholder Servicing Payments and Additional Payments to Financial Intermediaries for more information.
Actual or Potential Conflicts of Interest Related to Affiliated Indexes
Columbia Management and its affiliates may develop, own and operate stock market and other indexes (each, an Affiliated Index) based on investment and trading strategies developed by Columbia Management and/or its affiliates (Affiliated Index Strategies). Some of the ETFs for which Columbia Management acts as investment adviser (the Affiliated Index ETFs) seek to track the performance of the Affiliated Indexes. Columbia Management and/or its affiliates may, from time to time, manage other funds or accounts that invest in these Affiliated Index ETFs. In the future, Columbia Management and/or its affiliates may manage client accounts that track the same Affiliated Indexes used by the Affiliated Index ETFs or which are based on the same, or substantially similar, Affiliated Index Strategies that are used in the operation of the Affiliated Indexes and the Affiliated Index ETFs. The operation of the Affiliated Indexes, the Affiliated Index ETFs and other accounts managed in this manner may give rise to potential conflicts of interest.
For example, any accounts managed by Columbia Management and/or its affiliates that seek to track the same Affiliated Indexes may engage in purchases and sales of securities at different times. These differences may result in certain accounts having more favorable performance relative to that of the Affiliated Index or other accounts that seek to track the Affiliated Index. Other potential conflicts include (i) the potential for unauthorized access to Affiliated Index information, allowing Affiliated Index changes that benefit Columbia Management and/or its affiliates or other accounts managed by Columbia Management and/or its affiliates and not the clients in the accounts seeking to track the Affiliated Index, and (ii) the manipulation of Affiliated Index pricing to present the performance of accounts seeking to track the Affiliated Index, or the firm’s tracking ability, in a preferential light.
Columbia Management has adopted policies and procedures that are designed to address potential conflicts that may arise in connection with the operation of the Affiliated Indexes, the Affiliated Index ETFs and other accounts.
To the extent it is intended that an account managed by Columbia Management and/or its affiliates seeks to track an Affiliated Index, the account may not match (performance or holdings), and may vary substantially from, such index for any period of time. An account that seeks to track an index may purchase, hold and sell securities at times when another client would not do so. Columbia Management and its affiliates do not guarantee that any tracking error targets will be achieved. Accounts managed by Columbia Management and/or its affiliates that seek to track an index may be negatively impacted by errors in the index, either as a result of calculation errors, inaccurate data sources or otherwise. Columbia Management and its affiliates do not guarantee the timeliness, accuracy and/or completeness of an index and are not responsible for errors, omissions or interruptions in the index (including when Columbia Management or an affiliate acts as the index provider) or the calculation thereof (including when Columbia Management or an affiliate acts as the calculation agent).
Columbia Management and its affiliates are not obligated to license the Affiliated Indexes to clients or other third-parties.
Codes of Ethics
The Funds, the Investment Manager, the subadvisers and the Distributor have adopted Codes of Ethics pursuant to the requirements of the 1940 Act, including Rule 17j-1 under the 1940 Act. These Codes of Ethics permit personnel subject to the Codes of Ethics to invest in securities, including securities that may be bought or held by the Funds. These Codes of Ethics are included as exhibits to Part C of the Funds' registration statement. These Codes of Ethics can be reviewed and copied at the SEC’s Public Reference Room and may be obtained by calling the SEC at 202.551.8090; they also are available on the SEC’s website at www.sec.gov, and may be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-1520.
Statement of Additional Information – May 7, 2018 156

 

Proxy Voting Policies and Procedures
General. The Funds have delegated to the Investment Manager the responsibility to vote proxies relating to portfolio securities held by the Funds, including Funds managed by subadvisers. In deciding to delegate this responsibility to the Investment Manager, the Board reviewed the policies adopted by the Investment Manager. These included the procedures that the Investment Manager follows when a vote presents a conflict between the interests of the Funds and their shareholders and the Investment Manager and its affiliates.
The Investment Manager’s policy is to vote all proxies for Fund securities in a manner considered by the Investment Manager to be in the best economic interests of its clients, including the Funds, without regard to any benefit or detriment to the Investment Manager, its employees or its affiliates. The best economic interests of clients is defined for this purpose as the interest of enhancing or protecting the value of client accounts, considered as a group rather than individually, as the Investment Manager determines in its discretion. The Investment Manager endeavors to vote all proxies of which it becomes aware prior to the vote deadline; provided, however, that in certain circumstances the Investment Manager may refrain from voting securities. For instance, the Investment Manager may refrain from voting foreign securities if it determines that the costs of voting outweigh the expected benefits of voting and typically will not vote securities if voting would impose trading restrictions.

The Board may, in its discretion, vote proxies for the Funds. For instance, the Board may determine to vote on matters that may present a material conflict of interest to the Investment Manager.
Oversight. The operation of the Investment Manager’s proxy voting policy and procedures is overseen by a committee (the Proxy Voting Committee) composed of representatives of the Investment Manager’s equity investments, equity research, responsible investment, compliance, legal and operations functions. The Proxy Voting Committee has the responsibility to review, at least annually, the Investment Manager’s proxy voting policies to ensure consistency with internal policies, regulatory requirements, conflicts of interest and client disclosures. The Board reviews on an annual basis, or more frequently as determined appropriate, the Investment Manager’s administration of the proxy voting process.
Corporate Governance and Proxy Voting Principles (the Principles). The Investment Manager has adopted the Principles, which set out the Investment Manager’s views on key issues and the broad principles shaping its approach, as well as the types of related voting action the Investment Manager may take. The Principles also provide indicative examples of key guidelines used in any given region, which illustrate the standards against which voting decisions are considered. The Investment Manager has developed voting stances that align with the Principles and will generally vote in accordance with such voting stances. The Proxy Voting Committee or investment professionals may determine to vote differently from the voting stances on particular proposals in the event it determines that doing so is in the clients’ best economic interests. The Investment Manager may also consider the voting recommendations of analysts, portfolio managers, subadvisers and information obtained from outside resources, including one or more third party research providers. When proposals are not covered by the voting stances or a voting determination must be made on a case-by-case basis, a portfolio manager, subadviser or analyst will make the voting determination based on his or her determination of the clients’ best economic interests; provided, however, for securities held in Funds managed in traditional index or certain quantitative strategies and not in any other fund or account managed by the Investment Manager, proxies will generally be voted in accordance with the recommendation of a third party research provider if the proposal is not covered by a voting stance or a voting determination must be made on a case-by-case basis. In addition, the Proxy Voting Committee may determine proxy votes when proposals require special consideration.
Addressing Conflicts of Interest. The Investment Manager seeks to address potential material conflicts of interest by voting in accordance with predetermined voting stances. In addition, if the Investment Manager determines that a material conflict of interest exists, the Investment Manager will invoke one or more of the following conflict management practices: (i) causing the proxies to be voted in accordance with the recommendations of an independent third party (which may be the Investment Manager’s proxy voting administrator or research provider); (ii) causing the proxies to be delegated to an independent third party (which may be the Investment Manager’s proxy voting administrator or research provider); and (iii) in infrequent cases, forwarding the proxies to an Independent Trustee authorized to vote the proxies for the Funds. A member of the Proxy Voting Committee is prohibited from voting on any proposal for which he or she has a conflict of interest by reason of a direct relationship with the issuer or other party affected by a given proposal. Persons making recommendations to the Proxy Voting Committee or its members are required to disclose to the committee any relationship with a party making a proposal or other matter known to the person that would create a potential conflict of interest.
Voting Proxies of Affiliated Underlying Funds. Certain Funds may invest in shares of other Columbia Funds (referred to in this context as “underlying funds”) and may own substantial portions of these underlying funds. If such Funds are in a master-feeder structure, the feeder fund will either seek instructions from its shareholders with regard to the voting of proxies with respect to the master fund’s shares and vote such proxies in accordance with such instructions or vote the shares held by it in the same proportion as the vote of all other master fund shareholders. With respect to Funds that hold shares of underlying funds other than in a master-feeder structure, the holding Funds will typically vote proxies of the underlying funds in the same proportion as the vote of all other holders of the underlying fund’s shares, unless the Board otherwise instructs.
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Proxy Voting Agents. The Investment Manager has retained Institutional Shareholder Services Inc., a third-party vendor, as its proxy voting administrator to implement its proxy voting process and to provide recordkeeping and vote disclosure services. The Investment Manager has retained both Institutional Shareholder Services Inc. and Glass Lewis & Company, LLC to provide proxy research services.
Additional Information. Information regarding how the Columbia Funds (except certain Columbia Funds that do not invest in voting securities) voted proxies relating to portfolio securities during the most recent twelve month period ended June 30 will be available by August 31 of this year free of charge: (i) through the Columbia Funds’ website at www.columbiathreadneedle.com/us and/or (ii) on the SEC’s website at www.sec.gov. For a copy of the Investment Manager’s Principles in effect on the date of this SAI, see Appendix B to this SAI.
Organization and Management of Wholly-Owned Subsidiaries
Each of Alternative Beta Fund, MM Alternative Strategies Fund and Diversified Absolute Return Fund (for purposes of this section, referred to collectively as a “Fund”) may invest a portion of its assets, within the limitations of Subchapter M and Section 817(h) of the Code, as applicable, in one or more of its wholly-owned subsidiaries (previously defined collectively as the “Subsidiary”). The Subsidiary is a limited liability company organized under the laws of the Cayman Islands, whose registered office is located at P.O. Box 309, Ugland House, Grand Cayman Islands.
The Subsidiary is overseen by its own board of directors and is not registered under the 1940 Act. The Fund, as the sole shareholder of the Subsidiary, does not have all of the protections offered by the 1940 Act to shareholders of investment companies registered under the 1940 Act. However, the Subsidiary is wholly-owned and controlled by the Fund and the Fund’s Board of Trustees oversees the investment activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. The Investment Manager and, where applicable, the Fund’s subadvisers are responsible for the Subsidiary’s day-to-day business pursuant to their separate agreements with, or in respect of, the Subsidiary. The following individuals serve as a director of the Subsidiary:
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 .
The Subsidiary has entered into a separate management agreement for the provision of advisory and administrative services with the Investment Manager. Under this agreement, the Investment Manager provides the Subsidiary with the same type of management services, under the same terms, as are provided to the Fund. The Subsidiary pays the Investment Manager an annual fee for its management services, as set forth in the management agreement and the table below.
Management Agreement Fee Schedule
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.
The Subsidiary has entered into a separate contract for the provision of custody services with the same service providers who provide those services to the Fund. The Subsidiary has also entered into arrangements with PwC to serve as the Subsidiary’s independent registered public accounting firm. The Subsidiary will bear the fees and expenses incurred in connection with the services that it receives pursuant to each of these separate agreements and arrangements. The Fund expects that the expenses borne by the Subsidiary will not be material in relation of the value of the Fund’s assets.
For purposes of adhering to the Fund’s compliance policies and procedures, the Investment Manager will treat the assets of the Subsidiary as if the assets were held directly by the Fund. The Chief Compliance Officer makes periodic reports to the Fund’s Board regarding the management and operations of the Subsidiary.
The financial information of the Subsidiary is consolidated into the Fund’s financial statements, as contained within the Fund’s annual and semiannual reports provided to shareholders.
Please refer to the section titled “ Taxation – The Subsidiary ” for information about certain tax considerations relating to the Fund’s investment in the Subsidiary.
By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The derivatives and other investments held by the Subsidiary are subject to the same risks that would apply to similar investments if held directly by the Fund. The Subsidiary is subject to the same principal risks to which the Fund is subject (as described in the Fund’s prospectus). There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the 1940 Act and, except as otherwise noted, is not subject to the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are both managed by the Investment Manager, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund and its shareholders. The Fund’s Board has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. In managing the Subsidiary’s investment portfolio, the Investment Manager will manage the Subsidiary’s portfolio in accordance with the Fund’s investment policies and restrictions.
The Investment Manager and any subadviser, if applicable, as it relates to the Subsidiary, complies with provisions of the 1940 Act relating to investment advisory contracts under Section 15 as an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act. The Fund complies with the provisions of the 1940 Act, including those relating to investment policies (Section 8) and capital structure and leverage (Section 18) on an aggregate basis with the Subsidiary, and the Subsidiary complies with the provisions relating to affiliated transactions and custody (Section 17).
Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund and/or the Subsidiary to operate as described in the applicable prospectus and this SAI and could adversely affect the Fund and its shareholders. For example, the Cayman Islands laws currently do not impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law were changed and the Subsidiary was required to pay Cayman Islands taxes, the investment returns of the Fund would likely decrease.
Statement of Additional Information – May 7, 2018 159

 

FUND GOVERNANCE
Board of Trustees and Officers
Shareholders elect the Board that oversees the Funds' operations. The Board appoints officers who are responsible for day-to-day business decisions based on policies set by the Board. The following table provides basic biographical information about the Funds' Trustees as of the date of this SAI, including their principal occupations during the past five years, although specific titles for individuals may have varied over the period. The year set forth beneath Length of Service in the table below is the year in which the Trustee was first appointed or elected as Trustee to any Fund currently in the Columbia Funds Complex or a predecessor thereof. Under current Board policy, members serve terms of indefinite duration.
Trustees
Independent Trustees
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
Janet Langford Carrig
c/o Columbia Management Investment Advisers, LLC,
225 Franklin Street,
Mail Drop BX32 05228,
Boston, MA 02110
1957
Trustee
1996
Senior Vice President, General Counsel and Corporate Secretary, ConocoPhillips (independent energy company) since September 2007 71 None Compliance, Product and Distribution, Governance, Investment Oversight Committee #2
Douglas A. Hacker
c/o Columbia Management Investment Advisers, LLC,
225 Franklin Street,
Mail Drop BX32 05228,
Boston, MA 02110
1955
Trustee and Chairman of the Board
1996
Independent business executive since May 2006; Executive Vice President – Strategy of United Airlines from December 2002 to May 2006; President of UAL Loyalty Services (airline marketing company) from September 2001 to December 2002; Executive Vice President and Chief Financial Officer of United Airlines from July 1999 to September 2001 71 Spartan Nash Company (food distributor); Nash Finch Company (food distributor) from 2005 to 2013; Aircastle Limited (aircraft leasing); SeaCube Container Leasing Ltd. (container leasing) from 2010 to 2013; and Travelport Worldwide Limited (travel information technology) Audit, Governance, Investment Oversight Committee #1
Nancy T. Lukitsh
c/o Columbia Management Investment Advisers, LLC,
225 Franklin Street,
Mail Drop BX32 05228,
Boston, MA 02110
1956
Trustee
2011
Senior Vice President, Partner and Director of Marketing, Wellington Management Company, LLP (investment adviser) from 1997 to 2010; Chair, Wellington Management Portfolios (commingled non-U.S. investment pools) from 2007 to 2010; Director, Wellington Trust Company, NA and other Wellington affiliates from 1997 to 2010 71 None Advisory Fees & Expenses, Product and Distribution, Investment Oversight Committee #2
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

 

Consultant to the Independent Trustees*
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

 

Interested Trustee Affiliated with Investment Manager*
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.
The Officers
The Board has appointed officers who are responsible for day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the Board. The following table provides basic information about the Officers of the Trust as of the date of this SAI, including principal occupations during the past five years, although their specific titles may have varied over the period. In addition to Mr. Truscott, who is Senior Vice President, the Funds' other officers are:
Fund Officers
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
Christopher O. Petersen
5228 Ameriprise Financial Center
Minneapolis, MN 55474
Born 1970
President and Principal Executive Officer (2015) Vice President and Lead Chief Counsel, Ameriprise Financial, Inc. since January 2015 (previously, Vice President and Chief Counsel January 2010 – December 2014); officer of Columbia Funds and affiliated funds since 2007.
Michael G. Clarke
225 Franklin Street
Boston, MA 02110
Born 1969
Treasurer (2011), Chief Financial Officer (2009) and Chief Accounting Officer (2015) Vice President – Mutual Fund Administration, Columbia Management Investment Advisers, LLC, since May 2010; senior officer of Columbia Funds and affiliated funds since 2002.
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.
Responsibilities of the Board with respect to Fund Management
The Board consists of ten Trustees who have varied experience and skills. With respect to Mr. Truscott, the Trustees have concluded that having a senior officer of the Investment Manager serve as a Trustee benefits Fund shareholders by facilitating communication between the Independent Trustees and the senior management of the Investment Manager, and by assisting efforts to align the interests of the Investment Manager more closely with those of Fund shareholders. Further information about the backgrounds and qualifications of the Trustees can be found in the section Trustee Biographical Information and Qualifications . The Board has several standing committees, which are an integral part of each Fund’s overall governance and risk oversight structure. The roles of each committee are more fully described in the section Committees of the Board below.
The Funds have retained the Investment Manager as the Funds’ investment adviser and administrator. The Investment Manager provides the Funds with investment advisory services, and is responsible for day-to-day administration of the Funds and management of the risks that arise from the Funds’ investments and operations. The Board provides oversight of the services provided by the Investment Manager, including risk management services. In addition, each committee of the Board provides oversight of the Investment Manager’s risk management services with respect to the particular activities within the committee’s purview. In the course of providing oversight, the Board and the committees receive a wide range of reports with respect to the Funds’ activities, including reports regarding each Fund’s investment portfolio, the compliance of the Funds with applicable laws, and the Funds’ financial accounting and reporting. The Board and the relevant committees meet periodically with officers of the Funds and the Investment Manager and with representatives of various of the Funds’ service providers. The Board and certain committees also meet periodically with the Funds’ Chief Compliance Officer to receive reports regarding the compliance
Statement of Additional Information – May 7, 2018 164

 

of the Funds and the Investment Manager with the federal securities laws and their internal compliance policies and procedures. In addition, the Board meets periodically with the portfolio managers of the Funds to receive reports regarding the management of the Funds, including their investment risks.
The Board recognizes that not all risks that may affect the Funds can be identified in advance; that it may not be practical or cost-effective to eliminate or mitigate certain risks; that it may be necessary to bear certain risks (such as various investment-related risks) in seeking to achieve the Funds’ investment objectives; and that the processes and controls employed to address certain risks may be limited in their effectiveness. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to substantial limitations.
The Board reviews its leadership structure periodically and believes that its structure is appropriate, in light of the size of the Trust and the nature of its business, to enable the Board to exercise its oversight of the Funds and the other investment companies overseen by the Trustees. In particular, the Board believes that having an Independent Trustee serve as the chair of the Board and having other Independent Trustees serve as chairs of each committee promotes independence from the Investment Manager in setting agendas and conducting meetings. The Board believes that its committee structure makes the oversight process more efficient and more effective by allowing, among other things, smaller groups of Trustees to bring increased focus to matters within the purview of each committee.
Trustee Biographical Information and Qualifications
The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee should so serve. Generally, no one factor was decisive in the selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with the other Trustees; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect of each current Trustee, the individual’s substantial professional accomplishments and experience, including in fields related to the operations of the Fund, were a significant factor in the determination that, in light of the business and structure of the Trust, the individual should serve as a Trustee. Following is a summary of each Trustee’s particular professional experience and additional considerations that contributed to the Board’s conclusion that an individual should serve as a Trustee:
Douglas A. Hacker — Mr. Hacker has extensive executive experience, having served in various executive roles with United Airlines and more recently as an independent business executive. Mr. Hacker also has experience on other boards of directors. As former chief financial officer of United Airlines, Mr. Hacker has significant experience in accounting and financial management, including in a public company setting.
Janet Langford Carrig — Ms. Carrig is Senior Vice President, General Counsel and Corporate Secretary for ConocoPhillips. Prior to joining ConocoPhillips, Ms. Carrig held senior legal and leadership roles in other large corporations and law firms, including as a partner at the law firms Sidley & Austin and at Zelle, Hoffman, Voelbel, Mason and Gette. Ms. Carrig has previously served on the board of directors for a public company and various industry groups and non-profit organizations.
Nancy T. Lukitsh — Ms. Lukitsh has extensive executive experience in the financial services industries, particularly with respect to the marketing of investment products, having served as Senior Vice President, Partner and Director of Marketing for Wellington Management Company, LLP. Ms. Lukitsh has previously served as Chair of Wellington Management Portfolios (commingled investment pools designed for non-U.S. institutional investors) and as a director of other Wellington affiliates. In addition, she has previously served on the boards of directors of various non-profit organizations. She is also a Chartered Financial Analyst.
David M. Moffett — Mr. Moffett has extensive executive and board of director experience, including serving on audit committees for public companies. Mr. Moffett was selected as CEO when the Federal Home Loan Mortgage Corporation was placed under conservatorship in 2008, and served as a consultant to its interim chief executive officer and the board of directors until 2009. Formerly, Mr. Moffett was the CFO of a large U.S. bank holding company where his responsibilities included trust and wealth management.
John J. Neuhauser — Dr. Neuhauser is an experienced investment company trustee, having served on the Board since 1985 and on the boards of other investment companies. In addition to his board experience, Dr. Neuhauser has extensive executive experience. He is currently the President of Saint Michael’s College and has served in a variety of other leadership roles in higher education.
Patrick J. Simpson — Mr. Simpson is of counsel and formerly a partner in the Portland, Oregon office of Perkins Coie LLP, an international law firm. Mr. Simpson’s practice has included such relevant areas as corporate governance, corporate finance and securities law compliance for private and public companies.
Statement of Additional Information – May 7, 2018 165

 

Anne-Lee Verville — Ms. Verville has significant executive experience. Prior to her retirement in 1997, she held various leadership and executive roles with IBM Corporation. Ms. Verville has previously served on the board of directors for a public company and non-profit organizations.
William F. Truscott — Mr. Truscott has significant executive and board experience with financial services and investment companies. Mr. Truscott has served on the Board of Trustees of certain Columbia funds since 2001. He has served as chairman of the board of the Investment Manager since May 2010 and since February 2012 has served as its president. From 2001 to April 2010, Mr. Truscott served as the president, chairman of the board and chief investment officer of the Investment Manager. He has served as director of the Distributor since May 2010 and since February 2012 has served as its chief executive officer. From 2008 to April 2010, Mr. Truscott served as chairman of the board and chief executive officer of the Distributor.
Consultant to the Independent Trustees:
J. Kevin Connaughton — Mr. Connaughton has significant executive and board experience with financial services and investment companies. Mr. Connaughton served as a senior officer of certain Columbia funds from 2003 through 2015. He served as the managing director and general manager of mutual fund products for the Investment Manager from 2010 through 2015. Mr. Connaughton currently serves on the Board of Directors of two not for profit entities, and the investment committee for a small college endowment. He has previously served on the Board of Directors of a separate fund group, the Transfer Agent, and two offshore groups of funds managed by the Investment Manager and/or affiliates. Mr. Connaughton also serves as an adjunct professor of Finance at Bentley University.
Natalie A. Trunow — Ms. Trunow has extensive executive experience in financial services and with investment companies, including service as Chief Executive Officer at Millennial Portfolio Solutions LLC (asset management and consulting services), as Director of Investments at Casey Family Programs Foundation, as Senior Vice President and Chief Investment Officer at Calvert Investments, and as Section Head and Portfolio Manager responsible for alternative and traditional funds at General Motors Asset Management. Ms. Trunow’s responsibilities as Senior Vice President and Chief Investment officer at Calvert Investments included oversight responsibilities for public and private equity investments, in-house and sub-advised funds, asset allocation funds, balanced funds, and volatility-managed funds, and investing portfolios. Ms. Trunow also currently serves on the board of non-profit organizations.
Committees of the Board
For purposes of this section, the term Independent Trustees includes Mr. Connaughton and Ms. Trunow, as Consultants to the Independent Trustees.
The Board has organized the following standing committees to facilitate its work: the Audit Committee, the Governance Committee, the Advisory Fees & Expenses Committee, the Compliance Committee, the Investment Oversight Committees and the Product and Distribution Committee. These Committees are comprised solely of Independent Trustees. The table above providing background on each Trustee also includes their respective committee assignments. The duties of these committees are described below.
Governance Committee. The Governance Committee’s functions include recommending to the Board nominees for Independent Trustee positions and for appointments to various committees, overseeing the Board’s periodic evaluations of the effectiveness of the Board, reviewing and recommending to the Board governance and other policies and practices to be followed in carrying out the Trustees’ duties and responsibilities and reviewing and making recommendations to the Board regarding the compensation of the Independent Trustees.
The Governance Committee will consider nominees for Trustee recommended by shareholders provided that, as applicable, such recommendations are submitted by the date disclosed in a Fund’s proxy statement soliciting proxies to be voted at a meeting of shareholders, if such a meeting is held (mutual funds, including ETFs, are not required to hold annual shareholder meetings) and otherwise comply with applicable securities laws, including Rule 14a-8 under the 1934 Act. Such shareholder recommendations must be in writing and should be sent to the attention of Douglas A. Hacker, Chair of the Board, Columbia Funds Complex, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110. Shareholder recommendations should include the proposed nominee’s biographical information (including business experience for the past ten years) and a description of the qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she is willing to serve and meets the requirements to serve as an Independent Trustee, if applicable.
Compliance Committee. The Compliance Committee’s functions include, among other things, monitoring, supervising and assessing the performance of the Funds’ Chief Compliance Officer and reviewing his compensation, reviewing periodically and recommending changes to the codes of ethics and compliance policies of the Funds and its service providers, and reviewing each Fund’s portfolio execution.
Statement of Additional Information – May 7, 2018 166

 

Advisory Fees & Expenses Committee. The Advisory Fees & Expenses Committee’s functions include reviewing and making recommendations to the Board as to contracts requiring approval of a majority of the Independent Trustees and as to any other contracts or fee proposals that may be referred to the Advisory Fees & Expenses Committee by the Board.
Investment Oversight Committee. Each Independent Trustee also serves on an Investment Oversight Committee (IOC). Each IOC is responsible for monitoring, on an ongoing basis, a select group of Columbia Funds overseen by the Board and gives particular consideration to such matters as each Fund’s adherence to its investment mandates, historical performance, changes in investment processes and personnel, and proposed changes to investment objectives. Investment personnel who manage the Funds attend IOC meetings from time to time to assist each IOC in its review of the Funds.
Audit Committee. The Audit Committee’s functions include making recommendations to the Board regarding the selection and performance of the independent registered public accounting firm, and reviewing matters relating to accounting and auditing practices and procedures, accounting records and the internal accounting controls of the Funds and certain service providers.
Product and Distribution Committee. The Product and Distribution Committee’s functions include, among other things, reviewing such matters relating to the marketing of the Funds and the distribution of the Fund’s shares, including matters relating to the design and positioning of Funds, marketing and distribution strategies for the Funds and the effectiveness and competitiveness of such strategies, as the Committee may deem appropriate.
The table below shows the number of times each committee met during the indicated fiscal years. The Table is organized by fiscal year end.
Committee Meetings
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
Beneficial Equity Ownership
The tables below show, for each Trustee, the amount of Fund equity securities beneficially owned by the Trustee and the aggregate value of all investments in equity securities of all Funds in the Columbia Funds Complex overseen by the Trustee, including notional amounts through the Deferred Compensation Plan, where noted, stated as one of the following ranges: A = $0; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000. The information is provided as of December 31, 2017.
The tables only include ownership of Columbia Funds overseen by the Trustees; the Trustees and Officers may own shares of other Columbia Funds they do not oversee.
Independent Trustee Ownership
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.
Consultant to the Independent Trustees Ownership
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
Interested Trustee Ownership
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).
Compensation
For purposes of this section, the term Independent Trustees includes Mr. Connaughton and Ms. Trunow, as Consultants to the Independent Trustees.
Statement of Additional Information – May 7, 2018 171

 

Total compensation. The following table shows the total compensation paid to Independent Trustees for their services from all the Funds in the Columbia Funds Complex overseen by the Trustee for the fiscal year ended December 31, 2017.
Mr. Truscott is not compensated for his services on the Board.
Trustee Name Total Cash Compensation
from the Columbia
Funds
Complex
Paid to Trustee (a)
Amount Deferred
from Total
Compensation (b)
Trustee    
Janet L. Carrig $304,000 $304,000
Douglas A. Hacker $419,500 $0
Nancy T. Lukitsh $295,000 $0
David M. Moffett $289,500 $0
Charles R. Nelson (c) $282,500 $0
John J. Neuhauser $300,000 $0
Patrick J. Simpson $316,500 $156,500
Anne-Lee Verville $292,500 $0
Consultant    
J. Kevin Connaughton (d) $264,000 $0
Natalie A. Trunow (e) $255,000 $150,000
(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).
In addition to the above compensation, all Independent Trustees receive reimbursements for reasonable expenses related to their attendance at meetings of the Board or standing committees, which are not included in the amounts shown.
Independent Trustees did not accrue any pension or retirement benefits as part of Fund expenses, nor will they receive any annual benefits upon retirement.
Deferred Compensation Plan
Under the terms of the Deferred Fee Agreement (the Deferred Compensation Plan), each eligible Trustee may elect, on an annual basis, to defer receipt of all or a portion of compensation payable to him or her for service as a Trustee for that calendar year (expressly, a Trustee may elect to defer his/her annual retainer, his/her attendance fees, or both components, which together comprise total compensation for service). Fees deferred by a Trustee are credited to a book reserve account (the Deferral Account) established by the Columbia Funds, the value of which is derived from the rate of return of one or more Columbia Funds selected by the Trustee (with accruals to the Deferral Account beginning at such time as a Trustee’s fund elections having been established, and proceeds for service having been paid into such account, and terminating at such time as when proceeds become payable to such Trustee under the Deferred Compensation Plan). Trustees may change their fund elections only in accordance with the provisions of the Deferred Compensation Plan.
Distributions from a Trustee’s Deferral Account will be paid by check, either in a lump sum or in annual installments. Payments made in annual installments are disbursed over a period of up to ten years, following such time as a Trustee may qualify to receive such payments. If a deferring Trustee dies prior to or after the commencement of the disbursement of amounts accrued in his/her Deferral Account, the balance of the account will be distributed to his/her designated beneficiary either in lump sum or in annual payments as established by such Trustee himself/herself, his/her beneficiary or his/her estate. Amounts payable under the Deferred Compensation Plan are not funded or secured in any way, and each deferring Trustee has the status of a general unsecured creditor of the Columbia Fund(s) from which compensation has been deferred.
Statement of Additional Information – May 7, 2018 172

 

Compensation from each Fund . The following table shows the compensation paid to Independent Trustees from each Fund during its last fiscal year (or period), as well as the amount deferred from each Fund, which is included in the total. The table is organized by fiscal year end.
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)
For Funds with fiscal period ending January 31
Diversified Real Return Fund $1,362 $2,105 $1,387 $1,098 $1,393 $1,299 $1,434 $1,467 $1,367 $1,417 $814
Amount Deferred $1,362 $0 $0 $0 $1,153 $0 $0 $601 $0 $0 $212
For Funds with fiscal period ending March 31
Adaptive Retirement 2020 Fund (i) $521 $655 $515 N/A $526 $496 $521 $534 $515 $324 $324
Amount Deferred $521 $0 $0 N/A $0 $0 $0 $331 $0 $0 $191
Adaptive Retirement 2025 Fund (j) $1,383 $1,943 $1,419 N/A $1,440 N/A $1,442 $1,442 $1,407 $1,335 $1,335
Amount Deferred $1,383 $0 $0 N/A $1,440 N/A $0 $560 $0 $0 $834
Adaptive Retirement 2030 Fund (i) $525 $659 $518 N/A $530 $499 $525 $538 $518 $326 $326
Amount Deferred $525 $0 $0 N/A $0 $0 $0 $333 $0 $0 $192
Adaptive Retirement 2035 Fund (j) $1,383 $1,943 $1,419 N/A $1,440 N/A $1,442 $1,442 $1,407 $1,335 $1,335
Amount Deferred $1,383 $0 $0 N/A $1,440 N/A $0 $560 $0 $0 $834
Adaptive Retirement 2040 Fund (i) $518 $651 $512 N/A $523 $493 $518 $531 $512 $322 $322
Amount Deferred $518 $0 $0 N/A $0 $0 $0 $329 $0 $0 $190
Adaptive Retirement 2045 Fund (j) $1,383 $1,943 $1,419 N/A $1,440 N/A $1,442 $1,442 $1,407 $1,335 $1,335
Amount Deferred $1,383 $0 $0 N/A $1,440 N/A $0 $560 $0 $0 $834
Adaptive Retirement 2050 Fund (i) $518 $651 $512 N/A $523 $493 $518 $531 $512 $322 $322
Amount Deferred $518 $0 $0 N/A $0 $0 $0 $329 $0 $0 $190
Adaptive Retirement 2055 Fund (j) $1,383 $1,943 $1,419 N/A $1,440 N/A $1,442 $1,442 $1,407 $1,335 $1,335
Amount Deferred $1,383 $0 $0 N/A $1,440 N/A $0 $560 $0 $0 $834
Adaptive Retirement 2060 Fund (i) $518 $651 $512 N/A $523 $493 $518 $531 $512 $322 $322
Amount Deferred $518 $0 $0 N/A $0 $0 $0 $329 $0 $0 $190
MM Growth Strategies Fund $5,488 $8,533 $5,604 $4,084 $5,626 $5,241 $5,795 $5,917 $5,520 $5,776 $3,144
Amount Deferred $5,488 $0 $0 $0 $4,311 $0 $0 $2,375 $0 $0 $789
Pacific/Asia Fund $1,760 $2,726 $1,794 $1,275 $1,801 $1,680 $1,855 $1,896 $1,768 $1,839 $1,050
Amount Deferred $1,760 $0 $0 $0 $1,343 $0 $0 $772 $0 $0 $274
Select Large Cap Growth Fund $10,859 $16,958 $11,115 $8,146 $11,156 $10,386 $11,496 $11,711 $10,944 $11,538 $6,228
Amount Deferred $10,859 $0 $0 $0 $8,614 $0 $0 $4,633 $0 $0 $1,551
Solutions Aggressive Portfolio (i) $523 $657 $516 N/A $528 $497 $523 $536 $516 $325 $325
Amount Deferred $523 $0 $0 N/A $0 $0 $0 $332 $0 $0 $191
Solutions Conservative Portfolio (i) $523 $657 $516 N/A $528 $497 $523 $535 $516 $325 $325
Amount Deferred $523 $0 $0 N/A $0 $0 $0 $331 $0 $0 $191
For Funds with fiscal period ending April 30
Bond Fund $2,569 $3,787 $2,573 $1,348 $2,602 $2,440 $2,653 $2,747 $2,554 $2,458 $1,985
Amount Deferred $2,569 $0 $0 $0 $1,389 $0 $0 $1,250 $0 $0 $714
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

 

BROKERAGE ALLOCATION AND RELATED PRACTICES
General Brokerage Policy, Brokerage Transactions and Broker Selection
Subject to policies established by the Board, as well as the terms of the Investment Management Services Agreement, Management Agreement and Subadvisory Agreement, as applicable, the Investment Manager (and/or the investment subadviser(s) who makes the day-to-day investment decisions for all or a portion of a Fund’s net assets) is responsible for decisions to buy and sell securities and other instruments and assets for a Fund, for the selection of broker-dealers, for the execution of a Fund’s transactions and for the allocation of brokerage commissions in connection with such transactions. The Investment Manager effects transactions for the Fund consistent with its duty to seek best execution of client (including Fund) orders under the circumstances of the particular transaction. Purchases and sales of securities on a securities exchange are effected through broker-dealers who charge negotiated commissions for their services. Orders may be directed to any broker-dealer to the extent and in the manner permitted by applicable law and by the policies and procedures of the Investment Manager and/or any investment subadvisers.
In the over-the-counter market, securities generally are traded on a “net” basis with dealers acting as principals for their own accounts without stated commissions, although the price of a security usually includes a profit to the dealer. In underwritten offerings, securities are bought at a fixed price that includes an amount of compensation to the underwriter, generally referred to as the underwriter’s “concession” or “discount.” On occasion, certain money market instruments may be bought directly from an issuer, in which case no commissions or discounts are paid.
The Investment Manager effects security transactions for the Funds consistent with its duty to seek best execution of client (including the Funds) orders under the circumstances of the particular transaction. In seeking such execution, the Investment Manager will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including, without limitation, the size and type of the transaction, the nature and character of the market for the security or other instrument or asset, the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker-dealer, the reputation, reliability, experience and financial condition of the broker-dealer, the value and quality of the services rendered by the broker-dealer in this instance and other transactions and the reasonableness of the spread or commission, if any. Research services received from broker-dealers supplement the Investment Manager’s own research and may include the following types of information: statistical and background information on industry groups and individual companies; forecasts and interpretations with respect to U.S. and foreign economies, securities, markets, specific industry groups and individual companies; information on political developments; Fund management strategies; performance information on securities and other instruments and assets and information concerning prices of same; and information supplied by specialized services to the Investment Manager and to the Board with respect to the performance, investment activities and fees and expenses of other funds. Such information may be communicated electronically, orally or in written form.
Broker-dealers may, from time to time, arrange meetings with management of companies and provide access to consultants who supply research information. The outside research is useful to the Investment Manager since, in certain instances, the broker-dealers utilized by the Investment Manager may follow a different universe of issuers and other matters than those that the Investment Manager’s staff follow. In addition, this research provides the Investment Manager with a different perspective on investment matters, even if the securities research obtained relates to issuers followed by the Investment Manager.
Broker-dealers may, from time to time, arrange meetings with management of companies and provide access to consultants who supply research information. The outside research is useful to the Investment Manager since, in certain instances, the broker-dealers utilized by the Investment Manager may follow a different universe of issuers and other matters than those that the Investment Manager’s staff follow. In addition, this research provides the Investment Manager with a different perspective on investment matters, even if the securities research obtained relates to issuers followed by the Investment Manager.
Research services that are provided to the Investment Manager by broker-dealers are available for the benefit of all accounts managed or advised by the Investment Manager. In some cases, the research services are available only from the broker-dealer providing such services. In other cases, the research services may be obtainable from alternative sources. Broker-dealer research typically supplements rather than replaces the Investment Manager’s own research, tending to improve the quality of its investment advice. However, to the extent that the Investment Manager would have bought any such research services had such services not been provided by broker-dealers, the expenses of such services to the Investment Manager could be considered to have been reduced accordingly. Certain research services furnished by broker-dealers may be useful to the clients of the Investment Manager other than the Funds. Conversely, any research services received by the Investment Manager through the placement of transactions of other clients may be of value to the Investment Manager in fulfilling its obligations to the Funds. The Investment Manager is of the opinion that this material is beneficial in supplementing its research and analysis; and, therefore, it may benefit the Funds by improving the quality of the Investment Manager’s investment advice. The advisory fees paid by the Funds are not reduced because the Investment Manager receives such services.
Statement of Additional Information – May 7, 2018 177

 

Unless prohibited by applicable law, such as MiFID II, under Section 28(e) of the 1934 Act, the Investment Manager shall not be “deemed to have acted unlawfully or to have breached its fiduciary duty” solely because under certain circumstances it has caused the account to pay a higher commission than the lowest available. To obtain the benefit of Section 28(e), the Investment Manager must make a good faith determination that the commissions paid are “reasonable in relation to the value of the brokerage and research services provided by such member, broker, or dealer, viewed in terms of either that particular transaction or his overall responsibilities with respect to the accounts as to which he exercises investment discretion.” Accordingly, the price to a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Some broker-dealers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by the Investment Manager’s clients, including the Funds.
The Investment Manager does not consider sales of shares of the Funds as a factor in the selection of broker-dealers through which to execute securities transactions on behalf of the Funds. On a periodic basis, the Investment Manager makes a comprehensive review of the broker-dealers and the overall reasonableness of their commissions, which evaluates execution, operational efficiency, and research services. Certain limited reviews are also conducted by an independent third-party evaluator.
Commission rates are established pursuant to negotiations with broker-dealers based on the quality and quantity of execution services provided by broker-dealers in light of generally prevailing rates. On exchanges on which commissions are negotiated, the cost of transactions may vary among different broker-dealers. Transactions on foreign stock exchanges involve payment of brokerage commissions that generally are fixed. Transactions in both foreign and domestic over-the-counter markets generally are principal transactions with dealers, and the costs of such transactions involve dealer spreads rather than brokerage commissions. With respect to over-the-counter transactions, the Investment Manager, where possible, will deal directly with dealers who make a market in the securities involved, except in those circumstances in which better prices and execution are available elsewhere.
The Investment Manager or a subadviser, if applicable, may use step-out transactions. A “step-out” is an arrangement in which the Investment Manager or subadviser executes a trade through one broker-dealer but instructs that broker-dealer to step-out all or a part of the trade to another broker-dealer. The second broker-dealer will clear and settle, and receive commissions for, the stepped-out portion. The Investment Manager or subadviser may receive research products and services in connection with step-out transactions.
Use of Fund commissions may create potential conflicts of interest between the Investment Manager or subadviser and a Fund. However, the Investment Manager and each subadviser has policies and procedures in place intended to mitigate these conflicts and ensure that the use of fund commissions falls within the “safe harbor” of Section 28(e) of the 1934 Act. Some products and services may be used for both investment decision-making and non-investment decision-making purposes (“mixed use” items). The Investment Manager and each subadviser, to the extent it has mixed use items, has procedures in place to assure that Fund commissions pay only for the investment decision-making portion of a mixed-use item.
Some broker-dealers with whom the Investment Manager’s Fixed Income Department executes trades provide the Fixed Income Department with proprietary research products and services, though the Fixed Income Department does not put in place any client commission arrangements with such broker-dealers. However, such research may be considered by the Fixed Income Department when determining which broker-dealers to include on its approved broker-dealer list. It is the Investment Manager’s policy not to execute a fixed income trade with a broker-dealer at a lower bid/higher offer than that provided by another broker-dealer in consideration of the value of research products and services received by the Fixed Income Department.
In certain instances, there may be securities that are suitable for a Fund as well as for one or more of the other clients of the Investment Manager. Investment decisions for the Funds and for the Investment Manager’s other clients are made with the goal of achieving their respective investment objectives. A particular security may be bought or sold for only one client even though it may be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. Some simultaneous transactions are inevitable when a number of accounts receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are engaged simultaneously in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. In some cases, this policy could have a detrimental effect on the price or volume of the security in a particular transaction that may affect the Funds.
The Investment Manager operates several separate trading desks in different geographic locations in the United States. The trading desks support different portfolio management teams managing a variety of accounts and products. The Funds may forego certain opportunities including the aggregation of trades across accounts that trade on different trading desks, which could result in one trading desk competing with another in the market for similar trades. In addition, it is possible that the separate trading desks may be on opposite sides of a trade at the same time. While the trading desks operate in several locations, the desks do have linkages in oversight and reporting lines and are generally conducted under similar policies and procedures. In addition, certain fixed income portfolio managers currently have the authority to execute trades themselves.
Statement of Additional Information – May 7, 2018 178

 

As the Investment Manager seeks to enhance its investment capabilities and services to its clients, including the Funds, the Investment Manager may engage certain of its investment advisory affiliates (Participating Affiliates) around the world to provide a variety of services. For example, the Investment Manager may engage Participating Affiliates and their personnel to provide (jointly or in coordination with the Investment Manager) services relating to client relations, investment monitoring, account administration, trading and discretionary investment management (including portfolio management and risk management) to certain accounts the Investment Manager manages, including the Funds, other pooled vehicles and separately managed accounts. In some circumstances, a Participating Affiliate may delegate responsibility for providing those services to another Participating Affiliate. In addition, the Investment Manager may provide certain similar services to its Participating Affiliates for accounts they manage.
The Investment Manager believes that harnessing the collective expertise of the firm and its Participating Affiliates will benefit its clients. In this regard, the Investment Manager has certain portfolio management and client servicing teams at both the firm and at Participating Affiliates (through subadvisory or other intercompany arrangements) operating jointly to provide a better client experience. These joint teams use expanded and shared capabilities that the Investment Manager and its Participating Affiliates provide, including the sharing of research and other information by investment personnel ( e.g. , portfolio managers and analysts) across the firm and at its Participating Affiliates relating to economic perspectives, market analysis and equity and fixed income securities analysis.
Participating Affiliates may provide certain advisory and trading-related services to certain of the Investment Manager’s accounts, including the Funds. The Investment Manager may also provide similar services to certain accounts of Participating Affiliates. The Investment Manager believes that local trading in certain local markets will benefit its clients, including the Funds. However, such services may result in potential conflicts of interest to such accounts.
The Investment Manager has portfolio management teams in its multiple geographic locations that may share research information regarding leveraged loans. The Investment Manager operates separate and independent trading desks in these locations for the purpose of purchasing and selling leveraged loans. As a result, the Investment Manager does not aggregate orders in leveraged loans across portfolio management teams. For example, funds and other client accounts being managed by these portfolio management teams may purchase and sell the same leveraged loan in the secondary market on the same day at different times and at different prices. There is also the potential for a particular account or group of accounts, including a Fund, to forego an opportunity or to receive a different allocation (either larger or smaller) than might otherwise be obtained if the Investment Manager were to aggregate trades in leveraged loans across the portfolio management teams. Although the Investment Manager does not aggregate orders in leveraged loans across its portfolio management teams in the multiple geographic locations, it operates in this structure subject to its duty to seek best execution.
The Funds may participate, if and when practicable, in bidding for the purchase of portfolio securities directly from an issuer in order to take advantage of the lower purchase price available to members of a bidding group. A Fund will engage in this practice, however, only when the Investment Manager, in its sole discretion, believes such practice to be otherwise in such Fund’s interests.
The Funds will not execute portfolio transactions through, or buy or sell portfolio securities from or to the Investment Manager and its affiliates acting as principal (including repurchase and reverse repurchase agreements), except to the extent permitted by applicable law, regulation or order. However, the Investment Manager is authorized to allocate buy and sell orders for portfolio securities to certain broker-dealers and financial institutions, including, in the case of agency transactions, broker-dealers and financial institutions that are affiliated with Ameriprise Financial. To the extent that a Fund executes any securities trades with an affiliate of Ameriprise Financial, such Fund does so in conformity with Rule 17e-1 under the 1940 Act and the procedures that such Fund has adopted pursuant to the rule. In this regard, for each transaction, the Board will determine that the transaction is effected in accordance with the Funds’ Rule 17e-1 procedures, which require: (i) the transaction resulted in prices for and execution of securities transactions at least as favorable to the particular Fund as those likely to be derived from a non-affiliated qualified broker-dealer; (ii) the affiliated broker-dealer charged the Fund commission rates consistent with those charged by the affiliated broker-dealer in similar transactions to clients comparable to the Fund and that are not affiliated with the broker-dealer in question; and (iii) the fees, commissions or other remuneration paid by the Fund did not exceed 2% of the sales price of the securities if the sale was effected in connection with a secondary distribution, or 1% of the purchase or sale price of such securities if effected in other than a secondary distribution.
Certain affiliates of Ameriprise Financial may have deposit, loan or commercial banking relationships with the corporate users of facilities financed by industrial development revenue bonds or private activity bonds bought by certain of the Funds. Ameriprise Financial or certain of its affiliates may serve as trustee, custodian, tender agent, guarantor, placement agent, underwriter, or in some other capacity, with respect to certain issues of securities. Under certain circumstances, a Fund may buy securities from a member of an underwriting syndicate in which an affiliate of Ameriprise Financial is a member. The Funds have adopted procedures pursuant to Rule 10f-3 under the 1940 Act, and intend to comply with the requirements of Rule 10f-3, in connection with any purchases of securities that may be subject to Rule 10f-3.
Statement of Additional Information – May 7, 2018 179

 

Given the breadth of the Investment Manager’s investment management activities, investment decisions for the Funds are not always made independently from those other investment companies and accounts advised or managed by the Investment Manager. To the extent permitted by law, when a purchase or sale of the same security is made at substantially the same time on behalf of one or more of the Funds and another investment portfolio, investment company or account, the Investment Manager may aggregate the securities to be sold or bought for the Funds with those to be sold or bought for other investment portfolios, investment companies or accounts in executing transactions, and such transactions will be averaged as to price and available investments allocated as to amount in a manner which the Investment Manager believes to be equitable to the Funds and such other investment portfolio, investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained or sold by the Fund.
See Investment Management and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest for more information about these and other conflicts of interest.
Brokerage Commissions
The following charts reflect the amounts of brokerage commissions paid by the Funds for the three most recently completed fiscal years. In certain instances, the Funds may pay brokerage commissions to broker-dealers that are affiliates of Ameriprise Financial. As indicated above, all such transactions involving the payment of brokerage commissions to affiliates are done in compliance with Rule 17e-1 under the 1940 Act.
Aggregate Brokerage Commissions Paid by the Funds
The following chart reflects the aggregate amount of brokerage commissions paid by the Funds for the three most recently completed fiscal years. Differences, year to year, in the amount of brokerage commissions paid by a Fund were primarily the result of increased market volatility as well as shareholder purchase and redemption activity in the Fund. The table is organized by fiscal year end.
Total Brokerage Commissions
  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 Commissions Paid to Brokers Affiliated with the Investment Manager
Affiliates of the Investment Manager may engage in brokerage and other securities transactions on behalf of a Fund according to procedures adopted by the Board and to the extent consistent with applicable provisions of the federal securities laws. Subject to approval by the Board, the same conditions apply to transactions with broker-dealer affiliates of any Fund subadviser. The Investment Manager will use an affiliate only if (i) the Investment Manager determines that the Fund will receive prices and executions at least as favorable, under the circumstances, as those offered by qualified independent brokers performing similar brokerage and other services for the Fund and (ii) the affiliate charges the Fund commission rates consistent with those the affiliate charges comparable unaffiliated customers in similar transactions and if such use is consistent with terms of the Investment Management Services Agreement or Management Agreement, as applicable.
No brokerage commissions were paid by the Funds in the last three fiscal periods to brokers affiliated with the Funds' Investment Manager or any subadvisers.
Directed Brokerage
The Funds or the Investment Manager, through an agreement or understanding with a broker-dealer, or otherwise through an internal allocation procedure, may direct, subject to applicable legal requirements, the Funds' brokerage transactions to a broker-dealer because of the research services it provides the Funds or the Investment Manager.
Reported numbers include third party soft dollar commissions and portfolio manager directed commissions directed for research. The Investment Manager also receives proprietary research from brokers, but these amounts have not been included in the table.
During each Fund’s last fiscal year (or period), the Funds directed certain brokerage transactions and paid related commissions in the amounts as follows:
Brokerage Directed for Research
  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.
Securities of Regular Broker-Dealers
In certain cases, the Funds, as part of their principal investment strategies, or otherwise as a permissible investment, will invest in the common stock or debt obligations of the regular broker-dealers that the Investment Manager uses to transact brokerage for the Funds.
As of each Fund’s last fiscal year (or period) end, the Funds owned securities of their “regular brokers or dealers” or their parents, as defined in Rule 10b-1 under the 1940 Act, as shown in the table below:
Investments in Securities of Regular Brokers or Dealers
Fund Issuer Value of securities owned
at end of fiscal period
For Funds with fiscal period ending January 31, 2017
Diversified Real Return None N/A
For Funds with fiscal period ending March 31, 2017
Adaptive Retirement 2020 Fund (a) N/A N/A
Adaptive Retirement 2025 Fund (b) N/A N/A
Adaptive Retirement 2030 Fund (a) N/A N/A
Adaptive Retirement 2035 Fund (b) N/A N/A
Adaptive Retirement 2040 Fund (a) N/A N/A
Adaptive Retirement 2045 Fund (b) N/A N/A
Adaptive Retirement 2050 Fund (a) N/A N/A
Adaptive Retirement 2055 Fund (b) N/A N/A
Adaptive Retirement 2060 Fund (a) N/A N/A
MM Growth Strategies Fund Eaton Vance Corp. $1,543,252
The Charles Schwab Corp. $27,354,045
Pacific/Asia Fund None N/A
Select Large Cap Growth Fund The Charles Schwab Corp. $132,680,411
Solutions Aggressive Portfolio (a) N/A N/A
Solutions Conservative Portfolio (a) N/A N/A
For Funds with fiscal period ending April 30, 2017
Bond Fund Chase Issuance Trust $1,656,677
Citigroup, Inc. $5,528,912
Citigroup Mortgage Loan Trust, Inc. $640,204
Credit Suisse Mortgage Capital Certificates $40,851
JPMorgan Chase & Co. $13,600,386
JPMorgan Chase Capital XXI $309,944
JPMorgan Chase Capital XXIII $220,096
JPMorgan Chase Commercial Mortgage Securities Trust $1,377,038
Morgan Stanley Re-Remic Trust $471,673
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

 

OTHER PRACTICES
Performance Disclosure
Effective beginning with performance reporting for the December 31, 2011 year end, in presenting performance information for newer share classes, if any, of a Fund, the Fund typically includes, for periods prior to the offering of such share classes, the performance of the Fund’s oldest share class (except as otherwise disclosed), adjusted to reflect any higher class-related operating expenses of the newer share classes, as applicable, based on the expense ratios of those share classes for the Fund’s most recently completed fiscal year for which data was available at December 31, 2011 or, for Funds and classes first offered after January 1, 2011, the expected expense differential at the time the newer share class is first offered. Actual expense differentials across classes will vary over time. The performance of the Fund’s newer share classes would have been substantially similar to the performance of the Fund’s oldest share class because all share classes of a Fund are invested in the same portfolio of securities, and would have differed only to the extent that the classes do not have the same sales charges and/or expenses (and any differences in expenses between share classes may change over time).
Prior to December 31, 2011, in presenting performance information for a newer share class of a Fund, the Fund would typically include, for periods prior to the offering of such newer share class, the performance of an older share class, the class-related operating expense structure of which was most similar to that of the newer share class, and for periods prior to the initial offering of such older share class, would include the performance of successively older share classes with successively less similar expense structures. Such performance information was not restated to reflect any differences in expenses between share classes and if such differences had been reflected, the performance shown might have been lower. Because, prior to December 31, 2011, the Funds used a different methodology for presenting performance information for a newer share class, such performance information published before December 31, 2011 may differ from corresponding performance information published after December 31, 2011.
For certain Funds, performance shown includes the returns of a predecessor to the Fund. The table below identifies the predecessor fund for certain of these Funds and shows the periods when performance shown is that of the predecessor fund or a predecessor to that fund.
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
Portfolio Turnover
A change in the securities held by a Fund is known as “portfolio turnover.” High portfolio turnover involves correspondingly greater expenses to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. Such sales may also result in adverse tax consequences to a Fund’s shareholders. The trading costs and tax effects associated with portfolio turnover may adversely affect a Fund’s performance. For each Fund’s portfolio turnover rate, see the Fees and Expenses of the Fund — Portfolio Turnover section in the prospectuses for that Fund.
In any particular year, market conditions may result in greater rates than are presently anticipated. The rate of a Fund’s turnover may vary significantly from time to time depending on, among other factors, economic, market and other conditions.
See below for an explanation of any significant variation in a Fund’s portfolio turnover rates over the two most recently completed fiscal years:
For MM Alternative Strategies Fund, during the fiscal year ended August 31, 2017, the Fund experienced a higher rate of portfolio turnover than during the previous fiscal year. This was primarily due to the addition of and allocation of Fund assets to TCW, which became a subadviser to the Fund on March 29, 2017.
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Disclosure of Portfolio Holdings Information
The Board and the Investment Manager believe that the investment ideas of the Investment Manager and any subadviser with respect to portfolio management of a Fund should seek to benefit the Fund and its shareholders, and do not want to afford speculators an opportunity to profit by anticipating Fund trading strategies. However, the Board also believes that selective disclosure of a Fund’s portfolio holdings can, under appropriate circumstances, be made for purposes beneficial to the Fund and its shareholders or for other purposes under conditions that are designed to protect the interests of the Fund and its shareholders.
The Board has therefore adopted policies and procedures relating to disclosure of the Funds’ portfolio securities. These policies and procedures are intended to protect the confidentiality of Fund portfolio holdings information and generally prohibit the release of such information until such information is made available to the general public, unless such persons have been authorized to receive such information on a selective basis, as described below. It is the policy of the Fund not to provide or permit others to provide portfolio holdings on a selective basis, and the Investment Manager does not intend to selectively disclose portfolio holdings or expect that such holdings information will be selectively disclosed, except where necessary for the Fund’s operation or where there are other legitimate business purposes for doing so and, in any case, where conditions are met that are designed to protect the interests of the Funds and their shareholders.
Although the Investment Manager seeks to limit the selective disclosure of portfolio holdings information and such selective disclosure is monitored under the Fund’s compliance program for conformity with the policies and procedures, there can be no assurance that these policies will protect the Fund from the potential misuse of holdings information by individuals or firms in possession of that information. Under no circumstances may the Investment Manager, its affiliates or any employee thereof receive any consideration or compensation for disclosing such holdings information.
Public Disclosures
The Funds’ portfolio holdings are currently disclosed to the public through filings with the SEC and postings on the Funds’ website. The information is available on the Funds’ website as described below.
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.
Portfolio holdings of Funds owned solely by the Investment Manager or its affiliates are not disclosed on the website. A complete schedule of each Fund’s portfolio holdings is available semiannually and annually in shareholder reports filed on Form N-CSR and, after the first and third fiscal quarters, in regulatory filings on Form N-Q. These shareholder reports and regulatory filings are filed with the SEC in accordance with federal securities laws. Shareholders may obtain each Fund’s Form N-CSR and N-Q filings on the SEC’s website at www.sec.gov. In addition, each Fund’s Form N-CSR and N-Q filings may be reviewed and copied at the SEC’s public reference room in Washington, D.C. You may call the SEC at 202.551.8090 for information about the SEC’s website or the operation of the public reference room.
In addition, the Investment Manager makes publicly available information regarding certain Fund’s largest five to fifteen holdings, as a percentage of the market value of the Funds’ portfolios as of a month-end. This holdings information is made publicly available through the website columbiathreadneedle.com/us, approximately 15 calendar days following the month-end. The scope of the information that is made available on the Funds’ websites pursuant to the Funds’ policies may change from time to time without prior notice. Certain fund marketing material, such as fund fact sheets, containing the largest five to fifteen holdings may be made available earlier than 15 days following month end.
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The Investment Manager may also disclose more current portfolio holdings information as of specified dates on the Funds’ website.
The Funds, the Investment Manager and their affiliates may include portfolio holdings information that already has been made public through a website posting or SEC filing in marketing literature and other communications to shareholders, advisors or other parties, provided that the information is disclosed no earlier than when the information is disclosed publicly on the funds’ website or no earlier than the time a fund files such information in a publicly available SEC filing required to include such information.
Other Disclosures
The Funds’ policies and procedures provide that no disclosures of the Funds’ portfolio holdings may be made prior to the portfolio holdings information being made available to the general public unless (i) the Funds have a legitimate business purpose for making such disclosure, (ii) the Funds or their authorized agents authorize such non-public disclosure of information, and (iii) the party receiving the non-public information enters into an appropriate confidentiality agreement or is otherwise subject to a confidentiality obligation.
In determining the existence of a legitimate business purpose for making portfolio disclosures, the following factors, among others, are considered: (i) any prior disclosure must be consistent with the anti-fraud provisions of the federal securities laws and the fiduciary duties of the Investment Manager; (ii) any conflicts of interest between the interests of Fund shareholders, on the one hand, and those of the Investment Manager, the Funds’ Distributor or any affiliated person of a Fund, the Investment Manager or Distributor on the other; and (iii) any prior disclosure to a third party, although subject to a confidentiality agreement, would not make conduct lawful that is otherwise unlawful.
Fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Agents) for legitimate business purposes within the scope of their official duties and responsibilities, subject to Fund policies and procedures designed to prevent the misuse of inside information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or policies and procedures designed to prevent the misuse of inside information; (2) an investment adviser, distributor, administrator, transfer agent, or custodian to the Fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by the Investment Manager or its affiliates, or the Fund; (4) an investment adviser to whom complete portfolio holdings are disclosed for due diligence purposes when the adviser is in merger or acquisition talks with a the Investment Manager or its parent company; and (5) a newly hired subadviser to whom complete portfolio holdings are disclosed prior to the time it commences its duties.
The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Agents, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Agents, is determined by such Affiliates and Agents based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the Funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Agents varies and may be as frequent as daily, with no lag. Any disclosure of Fund complete portfolio holdings to any Affiliates and Agents as previously described may also include a list of the other investment positions that make up the Fund, such as cash investments and derivatives.
The Funds also disclose portfolio holdings information as required by federal, state or international securities laws, and may disclose portfolio holdings information in response to requests by governmental authorities, or in connection with litigation or potential litigation, a restructuring of a holding, where such disclosure is necessary to participate or explore participation in a restructuring of the holding ( e.g. , as part of a bondholder group), or to the issuer of a holding, pursuant to a request of the issuer or any other party who is duly authorized by the issuer.
In certain limited situations, the Funds may provide portfolio holdings to an institutional client (or its custodian or other agent) when the client is effecting a redemption in-kind from a Fund and the Investment Manager believes that such disclosure will not be harmful to the Fund. In these situations, the Investment Manager makes it clear through non-disclosure agreements or other means that the recipient must ensure that the confidential information is used only as necessary to effect the redemption-in-kind and will maintain the information in a manner designed to protect against unauthorized access or misuse.
The Board has adopted policies to ensure that the Fund’s portfolio holdings information is only disclosed in accordance with these policies. Before any selective disclosure of portfolio holdings information is permitted, the person seeking to disclose such holdings information must submit a written request to the Portfolio Holdings Committee (“PHC”). The PHC, which is chaired by the Funds’ Chief Compliance Officer, is comprised of members from the Investment Manager’s legal department and compliance department, and the Funds’ President. The PHC is authorized by the Board to perform an initial review of requests for disclosure of holdings information to evaluate whether there is a legitimate business purpose for selective disclosure, whether selective disclosure is in the best interests of a Fund and its shareholders, to consider any potential conflicts of interest between the Fund, the Investment Manager, and its affiliates, and to safeguard against improper use of holdings information. Factors
Statement of Additional Information – May 7, 2018 192

 

considered in this analysis are whether the recipient has agreed to or has a duty to keep the holdings information confidential and whether risks have been mitigated such that the recipient has agreed or has a duty to use the holdings information only as necessary to effectuate the purpose for which selective disclosure may be authorized. Before portfolio holdings may be selectively disclosed, requests approved by the PHC must also be authorized by the Funds’ President, Chief Compliance Officer or General Counsel/Chief Legal Officer or their respective designees. On at least an annual basis, the PHC reviews the approved recipients of selective disclosure and may require a resubmission of the request, in order to re-authorize certain ongoing arrangements. These procedures are intended to be reasonably designed to protect the confidentiality of Fund holdings information and to prohibit their release to individual investors, institutional investors, intermediaries that distribute the Fund’s shares, and other parties, until such holdings information is made public or unless such persons have been authorized to receive such holdings information on a selective basis, as set forth above.
Ongoing Portfolio Holdings Disclosure Arrangements:
The Funds currently have ongoing arrangements with certain approved recipients with respect to the disclosure of portfolio holdings information prior to such information being made public. Portfolio holdings information disclosed to such recipients is current as of the time of its disclosure, is disclosed to each recipient solely for purposes consistent with the services described below and has been authorized in accordance with the policy. No compensation or consideration is received in exchange for this information. In addition to the daily information provided to a Fund’s custodians, subcustodians, Investment Manager and subadvisers, the following disclosure arrangements are in place:
Identity of Recipient   Conditions/restrictions on use of information   Frequency of
Disclosure
Recipients under arrangements with the Funds or Investment Manager:    
Barclays Capital, Inc.   Used for analytics including risk and attribution assessment.   Daily
BlackRock, Inc.   Used for fixed income trading and decision support.   Daily
Bloomberg, L.P.   Used for portfolio analytics, statistical analysis and independent research.   Daily, Monthly and Quarterly
Bolger, Inc.   Used for commercial printing.   As Needed
Boston Investors Communications Group, LLC (BICG)   Used for writing services that require disclosing portfolio holdings in advance of their dissemination to the general public.   Monthly
Capital Markets Services (CMS) Group   Used for intraday post-trade information when equity exposures (either via futures or options trades) are modified beyond certain limits for VP – Managed Volatility Funds.   As Needed
Catapult   Used for commercial printing.   As Needed
Citigroup, Inc.   Used for mortgage decision support.   Daily
Donnelley Financial Solutions   Used to provide Edgar filing and typesetting services, and printing of prospectuses, factsheets, annual and semi-annual reports. Used for commercial printing.   As Needed
Elevation Exhibits & Events   Used for trade show exhibits.   As Needed
Equifax, Inc.   Used to ensure that Columbia Management does not violate the Office of Foreign Assets Control (OFAC) sanction requirements.   Daily
Ernst & Young, LLP   Used to analyze PFIC investments.   Monthly
Eva Dimensions   Used as a research service for small cap stock.   As Needed
Eze Software Group, LLC   Used to facilitate the evaluation of commission rates and to provide flexible commission reporting.   Daily
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

    
Identity of Recipient   Conditions/restrictions on use of information   Frequency of
Disclosure
Recipients under arrangements with subadvisers:    
Advent Software, Inc.   Used by certain subadvisers for portfolio accounting system. Used by certain subadvisers for portfolio management information systems.   Daily
Advisory Compliance Associates Group   Used by certain subadvisers for best execution analysis.   Quarterly
Ashland Partners & Co., LLP   Used by certain subadvisers for organizational controls audit.   Annually
Barclays Capital, Inc.   Used by certain subadvisers for portfolio and risk analytics.   Daily
Bloomberg, L.P.   Used by certain subadvisers for attribution analysis, and for trade order management and compliance.   Daily
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
In addition, portfolio holdings information may be provided from time to time to the Funds’ counsel, counsel to the independent trustees and the Funds’ independent auditors in connection with the services they provide to the Funds or the trustees. Portfolio holdings information may also be provided to affiliates of the Investment Manager to monitor risks and various holdings limitations that must be aggregated with affiliated funds and accounts, among other purposes. The Investment Manager and the subadvisers use a variety of broker-dealers and other agents to effect securities transactions on behalf of the Funds. These broker-dealers may become aware of the Funds’ intentions, transactions and positions in performing their functions.
Statement of Additional Information – May 7, 2018 197

 

Additional Shareholder Servicing Payments
The Funds, along with the Transfer Agent, the Distributor and the Investment Manager, may pay significant amounts to financial intermediaries, including other Ameriprise Financial affiliates, for providing shareholder services, including the types of services that would otherwise be provided directly by a mutual fund’s transfer agent. The level of payments made to financial intermediaries may vary by financial intermediary and according to distribution channel. A number of factors may be considered in determining payments to a financial intermediary, including, without limitation, the nature of the services provided to shareholders or retirement plan participants that invest in the Funds through retirement plans. These services may include sub-accounting, sub-transfer agency, participant recordkeeping, shareholder or participant reporting, shareholder or participant transaction processing, maintaining shareholder records, preparing account statements and/or the provision of call center support and other customer services.
Effective October 1, 2016, the Board authorized each Fund to pay up to the lesser of the amount charged by the financial intermediary for such services or such fees up to a channel-specific cap established by the Board from time to time. For certain distribution channels, the reimbursement is set at a per account amount for accounts of intermediaries that charge a per account fee. The amounts in excess of the amount reimbursed by a Fund are borne by the Transfer Agent, the Investment Manager and/or their affiliates. These payments are in addition to the annual transfer agency fees paid by a Fund to the Transfer Agent, as described in the Investment Management and Other Services – Other Services Provided – The Transfer Agent section above, and may include payments to financial intermediaries that charge networking fees for certain services provided in connection with the maintenance of shareholder accounts through the NSCC. With respect to Class Inst2 shares, the annual rate for transfer agency fees and reimbursement of fees for additional shareholder services is currently capped at 0.07%. With respect to Class Inst3 shares, the Transfer Agent does not currently pay financial intermediaries for shareholder services and the Fund does not currently pay the Transfer Agent for any shareholder services provided by financial intermediaries. Payments for these additional shareholder services are made by a Fund to the Transfer Agent who in turn makes payments to the financial intermediary for the provision of such services. The Funds’ Transfer Agent, Distributor and/or their affiliates will pay, from its or their own resources, amounts in excess of the amount paid by the Funds to financial intermediaries in connection with the provision of these additional shareholder services and other services.
The Funds also may make additional payments to financial intermediaries that charge networking fees for certain services provided in connection with the maintenance of shareholder accounts through the NSCC. A significant portion of these networking account fees are paid to financial intermediaries affiliated with Ameriprise Financial.
In addition, the Transfer Agent, the Distributor and other Ameriprise Financial affiliates may make lump sum payments to selected financial intermediaries receiving shareholder servicing payments as compensation for the costs of printing literature for participants, account maintenance fees or fees for establishment of the Funds on the financial intermediary’s system or other similar services.
As of April 2018, the Transfer Agent and/or other Ameriprise Financial affiliates had agreed to make shareholder servicing payments with respect to the Funds to the financial intermediaries or their affiliates shown below.
Recipients of Shareholder Servicing Payments Relating to the Funds from the Transfer Agent and/or other Ameriprise Financial Affiliates
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
The Transfer Agent, the Distributor, the Investment Manager and/or their affiliates may enter into similar arrangements with other financial intermediaries from time to time. Therefore, the preceding list is subject to change at any time without notice.
Additional Payments to Financial Intermediaries
Financial intermediaries may receive different commissions, sales charge reallowances and other payments with respect to sales of different classes of shares of the Funds. These other payments may include shareholder servicing payments to retirement plan administrators and other institutions in amounts described above under Other Practices – Additional Shareholder Servicing Payments.
The Distributor and other Ameriprise Financial affiliates may pay additional compensation to selected financial intermediaries, including other Ameriprise Financial affiliates, under the categories described below. These categories are not mutually exclusive, and a single financial intermediary may receive payments under all categories. A financial intermediary also may receive lump sum payments described above under Other Practices – Additional Shareholder Servicing Payments. Such payments may create an incentive for a financial intermediary or its representatives to recommend or offer shares of a Fund to its customers. The amount of payments made to financial intermediaries may vary. In determining the amount of payments to be made, the Distributor and other Ameriprise Financial affiliates may consider a number of factors, including, without limitation, asset mix and length of relationship with the financial intermediary, the size of the customer/shareholder base of the financial intermediary, the manner in which customers of the financial intermediary make investments in the Funds, the nature and scope of marketing support or services provided by the financial intermediary (as described more fully below) and the costs incurred by the financial intermediary in connection with maintaining the infrastructure necessary or desirable to support investments in the Funds.
These additional payments by the Distributor and other Ameriprise Financial affiliates are made pursuant to agreements between the Distributor and other Ameriprise Financial affiliates and financial intermediaries, and do not change the price paid by investors for the purchase of a Fund share, or the amount a Fund will receive as proceeds from such sales or the distribution fees and expenses paid by the Fund as shown under the heading Fees and Expenses of the Fund in the Fund’s prospectuses.
Statement of Additional Information – May 7, 2018 199

 

Marketing Support Payments
The Distributor, the Investment Manager and/or their affiliates make payments, from their own resources, to certain financial intermediaries, including other Ameriprise Financial affiliates, for marketing support services relating to the Columbia Funds, including, but not limited to, business planning assistance, educating financial intermediary personnel about the Funds and shareholder financial planning needs, placement on the financial intermediary’s preferred or recommended fund list or otherwise identifying the Funds as being part of a complex to be accorded a higher degree of marketing support than complexes not making such payments, access to sales meetings, sales representatives and management representatives of the financial intermediary, client servicing and systems infrastructure support and data analytics. Not all financial intermediaries receive marketing support payments. These payments are generally based upon one or more of the following factors: average net assets of the Columbia Funds distributed by the Distributor attributable to that financial intermediary, gross sales of the Columbia Funds distributed by the Distributor attributable to that financial intermediary, compensation for ticket charges (fees that a financial intermediary firm charges its representatives for effecting transactions in Fund shares) or a negotiated lump sum payment.
While the financial arrangements may vary for each financial intermediary, the marketing support payments to each financial intermediary generally are expected to be between 0.05% and 0.40% on an annual basis for payments based on average net assets of the Funds attributable to the financial intermediary and between 0.05% and 0.25% on an annual basis for firms receiving a payment based on gross sales of the Funds attributable to the financial intermediary. The Distributor, the Investment Manager and other Ameriprise Financial affiliates make payments with respect to a Fund or the Columbia Funds in materially larger amounts or on a basis materially different from those described above when dealing with certain financial intermediaries. Such increased payments may enable the financial intermediaries to offset credits that they may provide to their customers.
As of April 2018, the Distributor, the Investment Manager or their affiliates had agreed to make marketing support payments relating to the Funds to the following financial intermediaries or their affiliates.
Recipients of Marketing Support Payments Relating to the Funds from the Distributor and/or other Ameriprise Financial Affiliates
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
The Distributor, the Investment Manager and/or their affiliates may enter into similar arrangements with other financial intermediaries from time to time. Therefore, the preceding list is subject to change at any time without notice.
Other Payments
From time to time, the Distributor, from its own resources and not as an expense of the Fund, typically provides additional compensation to certain financial intermediaries that sell or arrange for the sale of shares of the Funds to the extent not prohibited by laws or the rules of any self-regulatory agency, such as the Financial Industry Regulatory Authority (FINRA). Such compensation provided by the Distributor includes financial assistance to financial intermediaries that enable the Distributor to participate in and/or present at financial intermediary-sponsored conferences or seminars, sales or training programs for invited registered representatives and other financial intermediary employees, financial intermediary entertainment and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, retention and due diligence trips. The Distributor makes payments for entertainment events it deems appropriate, subject to the Distributor’s internal guidelines and applicable law. These payments may vary depending upon the nature of the event. Your financial intermediary may charge you fees or commissions in addition to those disclosed in this SAI. You should consult with your financial intermediary and review carefully any disclosure your financial intermediary provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a financial intermediary and its financial consultants may have a financial incentive for recommending a
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particular fund, including the Funds, or a particular share class over other funds or share classes. See Investment Management and Other Services — Other Roles and Relationships of Ameriprise Financial and its Affiliates — Certain Conflicts of Interest for more information.
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CAPITAL STOCK AND OTHER SECURITIES
Description of the Trust's Shares
The Trust may issue an unlimited number of full and fractional shares of beneficial interest of each Fund, without par value, and to divide or combine the shares of any series into a greater or lesser number of shares of that Fund without thereby changing the proportionate beneficial interests in that Fund and to divide such shares into classes. Most of the Funds are authorized to issue multiple classes of shares. Such classes are designated as Class A, Class Adv, Class C, Class E, Class Inst, Class Inst2, Class Inst3, Class R, Class T and Class V. A Fund offers only those classes of shares listed on the cover of its prospectuses. Each share of a class of a Fund represents an equal proportional interest in that Fund with each other share in the same class and is entitled to such distributions out of the income earned on the assets belonging to that Fund as are declared in the discretion of the Board. However, different share classes of a Fund pay different distribution amounts because each share class has different expenses. Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.
Subject to certain limited exceptions discussed in each Fund’s prospectuses and in this SAI, a Fund may no longer be accepting new investments from current shareholders or prospective investors in general or with respect to one or more classes of shares. The Funds, however, may at any time and without notice, accept new investments in general or with respect to one or more previously closed classes of shares.
Restrictions on Holding or Disposing of Shares
There are no restrictions on the right of shareholders to retain or dispose of the Funds' shares, other than the possible future termination of the Funds or the relevant class. The Funds or any class of shares of the Funds may be terminated by reorganization into another mutual fund or by liquidation and distribution of their assets. Unless terminated by reorganization or liquidation, the Funds and classes will continue indefinitely.
Shareholder Liability
The Trust is organized as a business trust under Massachusetts law. Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Trust’s Declaration of Trust disclaims any shareholder liability for acts or obligations of the Funds and the Trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by a Fund or the Trustees. The Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of a Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances (which are considered remote) in which a Fund would be unable to meet its obligations and the disclaimer was inoperative. The risk of a Fund incurring financial loss on account of another series of the Trust also is believed to be remote, because it would be limited to circumstances in which the disclaimer was inoperative and the other series of the Trust was unable to meet its obligations.
Dividend Rights
The shareholders of a Fund are entitled to receive any dividends or other distributions declared for the Fund. No shares have priority or preference over any other shares of the Funds with respect to distributions. Distributions will be made from the assets of the Funds, and will be paid pro rata to all shareholders of each Fund (or class) according to the number of shares of each Fund (or class) held by shareholders on the record date. The amount of income dividends per share may vary between separate share classes of the Funds based upon differences in the way that expenses are allocated between share classes pursuant to a multiple class plan.
Voting Rights and Shareholder Meetings
Shareholders have the power to vote only as expressly granted under the 1940 Act or under Massachusetts business trust law. Each whole share (or fractional share) outstanding on the record date shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or fractional share) in U.S. dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes).
Shareholders have no independent right to vote on any matter, including the creation, operation, dissolution or termination of the Trust. Shareholders have the right to vote on other matters only as the Board authorizes. Currently, the 1940 Act requires that shareholders have the right to vote, under certain circumstances, to: (i) elect Trustees; (ii) approve investment advisory agreements; (iii) approve a change in subclassification of a Fund; (iv) approve any change in fundamental investment policies; (v) approve a distribution plan under Rule 12b-1 under the 1940 Act; and (vi) to terminate the independent accountant. With respect to matters that affect one class but not another, shareholders vote as a class; for example, the approval of a distribution plan applicable to that class is voted on by holders of that class of shares. Subject to the foregoing, all shares of a Trust have equal voting rights and will be voted in the aggregate, and not by Fund, except where voting by Fund is required by law or where
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the matter involved only affects one Fund. For example, a change in a Fund’s fundamental investment policy affects only one Fund and would be voted upon only by shareholders of the Fund involved. Additionally, approval of an investment advisory agreement or, if shareholder approval is required under exemptive relief, investment subadvisory agreement, since it only affects one Fund, is a matter to be determined separately by each Fund. Approval by the shareholders of one Fund is effective as to that Fund whether or not sufficient votes are received from the shareholders of the other series to approve the proposal as to those Funds. Shareholders are entitled to one vote for each whole share held and a proportional fractional vote for each fractional vote held, on matters on which they are entitled to vote. Fund shareholders do not have cumulative voting rights. The Trust is not required to hold, and has no present intention of holding, annual meetings of shareholders. Special meetings may be called for certain purposes.
Previously, the Trust had voluntarily undertaken to adhere to certain governance measures contemplated by an SEC settlement order with respect to the Trust’s prior investment adviser in 2005. Over the past several years, the SEC has adopted many rules under the 1940 Act and the Investment Advisers Act of 1940 to strengthen fund governance and compliance oversight of funds and their investment advisers. Accordingly, although the Trust may continue to follow certain governance practices noted in the 2005 settlement order, it will do so as the Board deems appropriate and not pursuant to any voluntary undertakings. In this regard, the Board has determined that it is unnecessary to commit to holding a meeting of shareholders to elect trustees at least every five years. Instead, the Board will convene meetings of shareholders to elect trustees as required by the 1940 Act or as deemed appropriate by the Board.
Liquidation Rights
In the event of the liquidation or dissolution of the Trust or a Fund, all shares have equal rights and shareholders of a Fund are entitled to a proportionate share of the assets of the Fund that are available for distribution and to a distribution of any general assets not attributable to a particular Fund that are available for distribution in such manner and on such basis as the Board may determine.
Preemptive Rights
There are no preemptive rights associated with Fund shares.
Conversion Rights
Conversion features and exchange privileges, if applicable, are described in the Funds’ prospectuses and Appendix S to this SAI.
Redemptions
Each Fund’s dividend, distribution and redemption policies can be found in its prospectuses. However, the Board may suspend the right of shareholders to sell shares when permitted or required to do so by law or compel sales of shares in certain cases.
Sinking Fund Provisions
The Trust has no sinking fund provisions.
Calls or Assessment
All Fund shares are issued in uncertificated form only and when issued will be fully paid and non-assessable by its Trust.
Conduct of the Trust's Business
Forum Selection. The Trust’s Bylaws provide that the sole and exclusive forums for any shareholder (including a beneficial owner of shares) to bring (i) any action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim for breach of a fiduciary duty owed by any Trustee, officer or employee, if any, of the Trust to the Trust or the Trust’s shareholders, (iii) any action asserting a claim against the Trust or any of its Trustees, officers or employees arising pursuant to any provision of the statutory or common law of the Commonwealth of Massachusetts or any federal securities law, in each case as amended from time to time, or the Trust’s Declaration of Trust or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be within the federal or state courts in the Commonwealth of Massachusetts.
This forum selection provision may limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder finds favorable for disputes with the Trust and/or any of its Trustees, officers, employees or service providers. If a court were to find the forum selection provision contained in the Bylaws to be inapplicable or unenforceable in an action, the Trust may incur additional costs associated with resolving such action in other jurisdictions.
Derivative and Direct Claims of Shareholders. The Trust’s Bylaws contain provisions regarding derivative and direct claims of shareholders. As used in the Bylaws, a “direct” shareholder claim refers to (i) a claim based upon alleged violations of a shareholder’s individual rights independent of any harm to the Trust, including a shareholder’s voting rights under the Bylaws; rights to receive a dividend payment as may be declared from time to time; rights to inspect books and records; or other similar rights personal to the shareholder and independent of any harm to the Trust; and (ii) a claim for which a direct shareholder action
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is expressly provided under the U.S. federal securities laws. Any other claim asserted by a shareholder, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, is considered a “derivative” claim as used in the Bylaws.
A shareholder may not bring or maintain any court action or other proceeding asserting a derivative claim or any claim asserted on behalf of the Trust or involving any alleged harm to the Trust without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. The requirement to make such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the shareholder makes a specific showing that irreparable nonmonetary injury to the Trust would otherwise result.
A shareholder may not bring or maintain a court action or other proceeding asserting a direct claim against the Trust, the Trustees, or officers predicated upon an express or implied right of action under the Declaration of Trust or U.S. federal securities laws (excepting direct shareholder actions expressly provided by U.S. federal securities laws), unless the shareholder has obtained authorization from the Trustees to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees.
The Trustees of the Trust shall consider any demand or request for authorization to bring or maintain a court action, proceeding or claim within 90 days of its receipt by the Trust . In their sole discretion, the Trustees may submit the matter to a vote of shareholders of the Trust or of any series or class of shares, as appropriate. Any decision by the Trustees to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of shareholders, shall be binding upon the shareholder seeking authorization.
Any person purchasing or otherwise holding any interest in shares of beneficial interest of the Trust will be deemed to have notice of and consented to the foregoing provisions. These provisions may limit a shareholder’s ability to bring a claim against the Trustees, officers or other employees of the Trust and/or its service providers.
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Purchase, Redemption and Pricing of Shares
Purchase and Redemption
An investor may buy, sell and transfer shares in the Funds utilizing the methods, and subject to the restrictions, described in the Funds’ prospectuses. The following information supplements information in the Funds’ prospectuses.
Purchases and redemptions of shares of the Funds may be effected on a Business Day. Each Trust and the Distributor reserve the right to reject any purchase or redemption order. The issuance of shares is recorded on the books of the Trust, and share certificates are not issued. Purchase orders for shares in the Funds that are received by the Distributor or by the Transfer Agent before the end of the Business Day (typically 4:00 p.m., Eastern time) are priced according to the net asset value determined on that day but are not executed until 4:00 p.m., Eastern time, on the Business Day on which immediately available funds in payment of the purchase price are received by the Fund’s Custodian. Redemption orders for sales of Fund shares received in good form (as defined in the Fund's prospectus) by the Distributor or by the Transfer Agent before the end of the Business Day are priced according to the net asset value determined on that day. The Business Day that applies to your purchase or redemption order is also called the trade date.
The Funds have authorized one or more broker-dealers to accept buy and sell orders on the Funds’ behalf. These broker-dealers are authorized to designate other intermediaries to accept buy and sell orders on the Funds’ behalf. The Funds will be deemed to have received a buy or sell order when an authorized broker-dealer, or, if applicable, a broker-dealer’s authorized designee, accepts the order. Customer orders will be priced at each Fund’s net asset value next computed after they are accepted by an authorized broker-dealer or the broker’s authorized designee.
Should a Fund stop selling shares, the Board may make a deduction from the value of the assets held by the Fund to cover the cost of future liquidations of the assets so as to distribute these costs fairly among all shareholders.
The Trust also may make payment for sales in readily marketable securities or other property if it is appropriate to do so in light of the Trust’s responsibilities under the 1940 Act.
Under the 1940 Act, the Funds may suspend the right of redemption or postpone the date of payment for shares during any period when (i) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (ii) the NYSE is closed for other than customary weekend and holiday closings; (iii) the SEC has by order permitted such suspension; (iv) an emergency exists as determined by the SEC. (The Funds may also suspend or postpone the recordation of the transfer of their shares upon the occurrence of any of the foregoing conditions).
The Trust has elected to be governed by Rule 18f-1 under the 1940 Act, as a result of which each Fund is obligated to redeem shares, subject to the exceptions listed above, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the net asset value of each Fund at the beginning of the period. Although redemptions in excess of this limitation would normally be paid in cash, the Fund reserves the right to make these payments in whole or in part in securities or other assets in case of an emergency, or if the payment of a redemption in cash would be detrimental to the existing shareholders of the Fund as determined by the Board. In these circumstances, the securities distributed would be valued as set forth in this SAI. Should a Fund distribute securities, a shareholder may incur brokerage fees or other transaction costs in converting the securities to cash.
The timing and magnitude of cash inflows from investors buying Fund shares could prevent a Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to investors redeeming Fund shares could require large ready reserves of uninvested cash to meet shareholder redemptions. Either situation could adversely impact a Fund’s performance.
Anti-Money Laundering Compliance
The Funds are required to comply with various anti-money laundering laws and regulations. Consequently, the Funds may request additional required information from you to verify your identity. Your application will be rejected if it does not contain your name, social security number, date of birth and permanent street address. If at any time the Funds believe a shareholder may be involved in suspicious activity or if certain account information matches information on government lists of suspicious persons, the Funds may choose not to establish a new account or may be required to “freeze” a shareholder’s account. The Funds also may be required to provide a governmental agency with information about transactions that have occurred in a shareholder’s account or to transfer monies received to establish a new account, transfer an existing account or transfer the proceeds of an existing account to a governmental agency. In some circumstances, the law may not permit the Funds to inform the shareholder that it has taken the actions described above.
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Pay-out Plans
You can use any of several pay-out plans to redeem your investment in regular installments. If you redeem shares, you may be subject to a contingent deferred sales charge as discussed in the prospectus. While the plans differ on how the pay-out is figured, they all are based on the redemption of your investment. Net investment income dividends and any capital gain distributions will automatically be reinvested, unless you elect to receive them in cash. If you redeem an IRA or a qualified retirement account, certain restrictions, federal tax penalties, and special federal income tax reporting requirements may apply. You should consult your tax advisor about this complex area of the tax law.
Applications for a systematic investment in a class of a Fund subject to a sales charge normally will not be accepted while a pay-out plan for any of those Funds is in effect. Occasional investments, however, may be accepted.
To start any of these plans, please consult your financial intermediary. Your authorization must be received at least five days before the date you want your payments to begin. Payments will be made on a monthly, bimonthly, quarterly, semiannual, or annual basis. Your choice is effective until you change or cancel it.
Offering Price
The share price of each Fund is based on each Fund’s net asset value (NAV) per share, which is calculated separately for each class of shares as of the end of the Business Day.
The value of each Fund’s portfolio securities is determined in accordance with the Trust’s valuation procedures, which are approved by the Board. Except as described below under “Fair Valuation of Portfolio Securities,” the Fund’s portfolio securities are typically valued using the following methodologies:
Equity Securities. Equity securities (including common stocks, preferred stocks, convertible securities, warrants and ETFs) listed on an exchange are valued at the closing price on their primary exchange (which, in the case of foreign securities, may be a foreign exchange) or, if a closing price is not readily available, at the mean of the closing bid and asked prices. Over-the-counter equity securities not listed on any national exchange but included in the NASDAQ National Market System are valued at the NASDAQ Official Closing Price or, if the official closing price is not readily available, at the mean between the closing bid and asked prices. Equity securities and ETFs that are not listed on any national exchange and are not included in the NASDAQ National Market System are valued at the mean between the closing bid and asked prices. Shares of other open-end investment companies (other than ETFs) are valued at the latest net asset value reported by those companies as of the valuation time.
Fixed Income Securities. Debt securities with remaining maturities in excess of 60 days are valued at market value based on an evaluated bid, which may be obtained from a pricing service. If pricing information is unavailable from a pricing service or is not believed to be reflective of market value, then a security may be valued at a bid quote from a broker-dealer, or, if a bid quote from a broker-dealer is not available, at fair value. Debt securities with remaining maturities of 60 days or less are valued at their amortized cost value if such value is approximately the same as market value. If the amortized cost value of such securities is not reflective of market value, then the valuation process for debt securities with remaining maturities in excess of 60 days will be applied. Amortized cost is determined by systematically increasing the carrying value of a security if acquired at a discount, or reducing the carrying value if acquired at a premium, so that the carrying value is equal to maturity value on the maturity date. Short-term variable rate demand notes are typically valued at par value. Newly issued debt securities may be valued at purchase price for up to two days following purchase or at fair value if the purchase price is not believed to be reflective of market value.
Futures, Options and Other Derivatives. Futures and options on futures are valued based on the settle price at the close of regular trading on their principal exchange or, in the absence of transactions, they are valued at the mean of the closing bid and asked prices closest to the last reported sale price. Listed options are valued at the mean of the closing bid and asked prices. If market quotations are not readily available, futures and options are valued using quotations from broker-dealers. Customized derivative products are valued at a price provided by a pricing service or, if such a price is unavailable, a broker quote or at a price derived from an internal valuation model.
Repurchase and Reverse Repurchase Agreements. Repurchase and reverse repurchase agreements are generally valued at a price equal to the amount of cash invested in the repurchase agreement, or borrowed in the reverse repurchase agreement, respectively, at the time of valuation.
Bank Loans. Bank loans purchased in the primary market are typically valued at acquisition cost for up to two days, and are then valued using a market quotation from a pricing service or quote from a broker-dealer, or if such quotes are unavailable, fair value. For bank loans trading in the secondary market, prices are obtained from a pricing service and are based upon the average of one or more indicative bids from broker-dealers. ​
Private Placement Securities. Private placement securities requiring fair valuation are typically valued utilizing prices from broker-dealers or using internal analysis and any issuer-provided financial information.
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Foreign Currencies. Foreign currencies, securities denominated in foreign currencies and payables/receivables denominated in foreign currencies are valued in U.S. dollars utilizing spot exchange rates at the close of regular trading on the NYSE. Forward foreign currency contracts are valued in U.S. dollars utilizing the applicable forward currency exchange rate as of the close of regular trading on the NYSE.
Fair Valuation of Portfolio Securities. In the event that (i) market quotations or valuations from other sources are not readily available, such as when trading is halted or securities are not actively traded; (ii) market quotations or valuations from other sources are not reflective of market value (i.e., such prices or values are deemed unreliable in the judgment of the Investment Manager); or (iii) a significant event has been recognized in relation to a security or class of securities that is not reflected in market quotations or valuations from other sources, such as when an event impacting a foreign security occurs after the closing of the security’s foreign exchange but before the closing of the NYSE, a fair value for each such security is determined in accordance with valuation procedures approved by the Board. The fair value of a security is likely to be different from the quoted or published price and fair value determinations often require significant judgment.
In general, any relevant factors may be taken into account in determining fair value, including but not limited to the following, among others: the fundamental analytical data relating to the security; the value of other financial instruments, including derivative securities traded on other markets or among dealers; trading volumes on markets, exchanges, or among dealers; values of baskets of securities traded on other markets, exchanges, or among dealers; changes in interest rates; observations from financial institutions; government actions or pronouncements; other news events; information as to any transactions or offers with respect to the security; price and extent of public trading in similar securities of the issuer or comparable companies; nature and expected duration of the event, if any, giving rise to the valuation issue; pricing history; the relative size of the position in the portfolio; internal models; and other relevant information.
With respect to securities traded on foreign markets, relevant factors may include, but not be limited to, the following: the value of foreign securities traded on other foreign markets; ADR and/or GDR trading; closed-end fund trading; foreign currency exchange activity and prices; and the trading of financial products that are tied to baskets of foreign securities, such as certain exchange-traded index funds. A systematic independent fair value pricing service assists in the fair valuation process for foreign securities in order to adjust for possible changes in value that may occur between the close of the foreign exchange and the time at which a Fund’s NAV is determined. Although the use of this service is intended to decrease opportunities for time zone arbitrage transactions, there can be no assurance that it will successfully decrease arbitrage opportunities.
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TAXATION
The following information supplements and should be read in conjunction with the section in the Funds’ prospectuses entitled Distributions and Taxes . The prospectuses generally describe the U.S. federal income tax treatment of distributions by the Funds. This section of the SAI provides additional information concerning U.S. federal income taxes. It is based on the Code, applicable U.S. Treasury Regulations, judicial authority, and administrative rulings and practice, all as in effect as of the date of this SAI and all of which are subject to change, including changes with retroactive effect. Except as specifically set forth below, the following discussion does not address any state, local or foreign tax matters. The Funds may or may not invest in all of the securities or other instruments described in this Taxation section. Please see the Funds' prospectuses for information about a Fund's investments, as well as each Fund’s semiannual and annual shareholder reports.
A shareholder’s tax treatment may vary depending upon his or her particular situation. This discussion applies only to shareholders holding Fund shares as capital assets within the meaning of the Code. Except as otherwise noted, it may not apply to certain types of shareholders who may be subject to special rules, such as insurance companies, tax-exempt organizations, shareholders holding Fund shares through tax-advantaged accounts (such as 401(k) Plan Accounts or Individual Retirement Accounts, variable annuity contracts or variable life insurance contracts), financial institutions, broker-dealers, entities that are not organized under the laws of the United States or a political subdivision thereof, persons who are neither citizens nor residents of the United States, shareholders holding Fund shares as part of a hedge, straddle, or conversion transaction, shareholders who are subject to the U.S. federal alternative minimum tax, trusts, estates, pass-through entities or investors in such entities, “controlled foreign corporations,” “passive foreign investment companies,” persons eligible for benefits under an income tax treaty to which the United States is a party, or persons otherwise subject to special treatment under the Code.
The Trust has not requested and will not request an advance ruling from the IRS as to the U.S. federal income tax matters described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. In addition, the following discussion and the discussions in the prospectuses address only some of the U.S. federal income tax considerations generally affecting investments in the Funds. Prospective shareholders are urged to consult with their own tax advisors and financial planners regarding the U.S. federal tax consequences of an investment in a Fund, the application of state, local, or foreign laws, and the effect of any possible changes in applicable tax laws on their investment in the Funds.
Qualification as a Regulated Investment Company
It is intended that each Fund qualify as a “regulated investment company” under Subchapter M of Subtitle A, Chapter 1 of the Code. Each Fund will be treated as a separate entity for U.S. federal income tax purposes. Thus, the provisions of the Code applicable to regulated investment companies generally will apply separately to each Fund, even though each Fund is a series of the Trust. Furthermore, each Fund will separately determine its income, gains, losses, and expenses for U.S. federal income tax purposes.
In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders under the Code, each Fund must, among other things, derive at least 90% of its gross income each taxable year generally from (i) dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income attributable to its business of investing in such stock, securities or foreign currencies (including, but not limited to, gains from options, futures or forward contracts) and (ii) net income derived from an interest in a qualified publicly traded partnership, as defined below. In general, for purposes of this 90% gross income requirement, income derived from a partnership (other than a qualified publicly traded partnership) will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the regulated investment company. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (generally, defined as a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its gross income from the qualifying income described in clause (i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for U.S. federal income tax purposes if they meet the passive income requirement under Section 7704(c)(2) of the Code. Certain of a Fund’s investments in master limited partnerships ("MLPs") and ETFs, if any, may qualify as interests in qualified publicly traded partnerships. In addition, although in general the passive loss rules do not apply to a regulated investment company, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.
Each Fund must also diversify its holdings so that, at the end of each quarter of the Fund’s taxable year: (i) at least 50% of the fair market value of its total assets consists of (A) cash and cash items (including receivables), U.S. Government securities and securities of other regulated investment companies, and (B) other securities, of any one issuer (other than those described in clause (A)) to the extent such securities do not exceed 5% of the value of the Fund’s total assets and are not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested in, including through corporations in which the Fund owns a 20% or more voting stock interest, the securities of any one issuer
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(other than those described in clause (i)(A)), the securities (other than securities of other regulated investment companies) of two or more issuers the Fund controls and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships.
In addition, for purposes of meeting this diversification requirement, the term “outstanding voting securities of such issuer” includes the equity securities of a qualified publicly traded partnership and in the case of a Fund’s investments in loan participations, the Fund shall treat both the financial intermediary and the issuer of the underlying loan as an issuer. The qualifying income and diversification requirements described above may limit the extent to which a Fund can engage in certain derivative transactions, as well as the extent to which it can invest in MLPs and certain commodity-linked ETFs.
In addition, each Fund generally must distribute to its shareholders at least 90% of its investment company taxable income for the taxable year, which generally includes its ordinary income and the excess of any net short-term capital gain over net long-term capital loss, and at least 90% of its net tax-exempt interest income (if any) for the taxable year.
If a Fund qualifies as a regulated investment company that is accorded special tax treatment, it generally will not be subject to U.S. federal income tax on any of the investment company taxable income and net capital gain ( i.e. , the excess of net long-term capital gain over net short-term capital loss) it distributes to its shareholders. Each Fund generally intends to distribute at least annually substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction) and its net capital gain. However, no assurance can be given that a Fund will not be subject to U.S. federal income taxation. Any investment company taxable income or net capital gain retained by a Fund will be subject to tax at regular corporate rates.
If a Fund retains any net capital gain, it will be subject to a tax at regular corporate rates on the amount retained, but may designate the retained amount as undistributed capital gains in a timely notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of a Fund will be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.
In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a regulated investment company generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion, if any, of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to such portion, if any, of the taxable year) or late-year ordinary loss (generally, the sum of its (i) net ordinary loss from the sale, exchange or other taxable disposition of property, attributable to the portion, if any, of the taxable year after October 31 and its (ii) other net ordinary loss attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.
In order to comply with the distribution requirements described above applicable to regulated investment companies, a Fund generally must make the distributions in the same taxable year that it realizes the income and gain, although in certain circumstances, a Fund may make the distributions in the following taxable year in respect of income and gains from the prior taxable year. Shareholders generally are taxed on any distributions from a Fund in the year they are actually distributed. If a Fund declares a distribution to shareholders of record in October, November or December of one calendar year and pays the distribution in January of the following calendar year, however, the Fund and its shareholders will be treated as if the Fund paid the distribution on December 31 of the earlier year.
If a Fund were to fail to meet the income, diversification or distribution tests described above, the Fund could in some cases cure such failure including by paying a fund-level tax or interest, making additional distributions, or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or were otherwise to fail to qualify and be eligible for treatment as a regulated investment company accorded special tax treatment under the Code, it would be taxed in the same manner as an ordinary corporation without any deduction for its distributions to shareholders. In this case, all distributions from the Fund’s current and accumulated earnings and profits (including any distributions of its net tax-exempt income and net long-term capital gains) to its shareholders would be taxable to shareholders as dividend income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company.
Excise Tax
If a Fund fails to distribute by December 31 of each calendar year at least the sum of 98% of its ordinary income for that year (excluding capital gains and losses) and 98.2% of its capital gain net income (adjusted for net ordinary losses) for the 1-year period ending on October 31 of that year (or November 30 or December 31 of that year if the Fund is permitted to elect and so elects), and any of its ordinary income and capital gain net income from previous years that were not distributed during such
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years, the Fund will be subject to a nondeductible 4% excise tax on the undistributed amounts. For these purposes, ordinary gains and losses from the sale, exchange, or other taxable disposition of property that would be properly taken into account after October 31 of a calendar year (or November 30 if the Fund makes the election described above) are generally treated as arising on January 1 of the following calendar year; in the case of a Fund with a December 31 year end that makes the election described above, no such gains or losses will be so treated. For purposes of the excise tax, a Fund will be treated as having distributed any amount on which it has been subject to corporate income tax in the taxable year ending within the calendar year. Each Fund generally intends to actually distribute or be deemed to have distributed substantially all of its ordinary income and capital gain net income, if any, by the end of each calendar year and, thus, expects not to be subject to the excise tax. However, no assurance can be given that a Fund will not be subject to the excise tax. Moreover, a Fund reserves the right to pay an excise tax rather than make an additional distribution when circumstances warrant (for example, if the amount of excise tax to be paid is deemed de minimis by a Fund).
Capital Loss Carryovers
Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a Fund’s net investment income. Instead, potentially subject to certain limitations, a Fund is able to carry forward a net capital loss from any taxable year to offset its capital gains, if any, realized during a subsequent taxable year.
If a Fund incurs or has incurred net capital losses in taxable years beginning after December 22, 2010 (“post-2010 losses”), those losses will be carried forward to one or more subsequent taxable years without expiration; any such carryover losses will retain their character as short-term or long-term. If a Fund incurred net capital losses in a taxable year beginning on or before December 22, 2010 (“pre-2011 losses”), the Fund is permitted to carry such losses forward for eight taxable years; in the year to which they are carried over, such losses are treated as short-term capital losses that first offset short-term capital gains, and then offset any long-term capital gains. The Fund must use any post-2010 losses, which will not expire, before it uses any pre-2011 losses. This increases the likelihood that pre-2011 losses will expire unused at the conclusion of the eight-year carryover period.
Capital gains that are offset by carried forward capital losses are not subject to fund-level U.S. federal income taxation, regardless of whether they are distributed to shareholders. Accordingly, the Funds do not expect to distribute any capital gains so offset. The Funds cannot carry back or carry forward any net operating losses (defined as deductions and ordinary losses in excess of ordinary income).
The total capital loss carryovers below include post-October capital losses, if applicable.
Capital Loss Carryovers
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
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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
Equalization Accounting
Each Fund may use the so-called “equalization method” of accounting to allocate a portion of its “accumulated earnings and profits,” which generally equals a Fund’s undistributed net investment income and realized capital gains, with certain adjustments, to redemption proceeds. This method permits a Fund to achieve more balanced distributions for both continuing and redeeming shareholders. Although using this method generally will not affect a Fund’s total returns, it may reduce the amount of income and gains that the Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions to shareholders. The IRS has not sanctioned the particular equalization method used by the Funds, and thus a Fund’s use of this method may be subject to IRS scrutiny.
Taxation of Fund Investments
In general, realized gains or losses on the sale of securities held by a Fund will be treated as capital gains or losses, and long-term capital gains or losses if the Fund has held or is deemed to have held the securities for more than one year at the time of disposition.
For U.S. federal income tax purposes, debt securities purchased by the Funds may be treated as having original issue discount (“OID”) (generally a debt obligation with an issue price less than its stated principal amount, such as a zero-coupon bond), which is generally treated as interest for U.S. federal income tax purposes. If a Fund purchases a debt obligation with OID, which exceeds a de minimis amount, the Fund may be required to annually include in its income a portion of the OID as ordinary income, even though the Fund will not receive cash payments for such discount until maturity or disposition of the obligation, and depending on market conditions and the credit quality of the bond, might not ever receive cash for such discount. OID on tax-exempt bonds is generally not subject to U.S. federal income tax (but may be subject to the U.S. federal alternative minimum tax or "AMT," as that term is defined below). Inflation-protected bonds generally can be expected to produce OID income as their principal amounts are adjusted upward for inflation.
Debt securities may be purchased by the Funds at a discount which exceeds the original issue discount remaining on the securities, if any, at the time the Funds purchased the securities. This additional discount represents market discount for U.S. federal income tax purposes. Generally, market discount is accrued on a daily basis. In general, gains recognized on the disposition of (or the receipt of any partial payment of principal on) a debt obligation (including a municipal obligation) purchased by a Fund at a market discount (other than a de minimis market discount), generally at a price less than its principal amount, will be treated as ordinary income to the extent of the portion of market discount which accrued, subject to the discussion below regarding Section 451 of the Code, but was not previously recognized pursuant to an available election, during the term that the Fund held the debt obligation. Effective for taxable years beginning after 2017, Section 451 of the Code generally requires an accrual method taxpayer to take into account items of gross income no later than the time at which such items are taken into account as revenue in the taxpayer's financial statements. The application of Section 451 to the accrual of market discount on debt instruments is currently unclear. If Section 451 applies to the accrual of market discount on debt instruments, a Fund must include in taxable income any market discount no later than the time at which it takes the same into account as revenue on its financial statements. Many Funds are currently including market discount in taxable income as it accrues, however, certain Tax-Exempt Funds are not, and such Funds could be affected by the potential application of Section 451. Funds that apply the de minimis market discount rule could also be affected by the potential application of Section 451.
A Fund generally will be required to make distributions to shareholders representing the OID or market discount (if an election is made by the Fund to include market discount over the holding period of the applicable debt obligation, subject to the discussion above regarding Section 451 of the Code) on debt securities that is currently includible in income, even though the cash representing such income may not have been received by the Fund, and depending on market conditions and the credit quality of the bond, might not ever be received. Cash to pay such distributions may be obtained from borrowing or from sales proceeds of securities held by a Fund which the Fund otherwise might have continued to hold; obtaining such cash might be disadvantageous for the Fund. In addition, payment-in-kind securities similarly will give rise to income which is required to be distributed and is taxable even though a Fund receives no cash interest payment on the security during the year. A portion of the interest paid or accrued on certain high-yield discount obligations (such as high-yield corporate debt securities) may not (and interest paid on debt obligations owned by a Fund that are considered for tax purposes to be payable in the equity of the issuer or a related party will not) be deductible to the issuer, possibly affecting the cash flow of the issuer.
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If a Fund invests in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default, special tax issues may exist for the Fund. Tax rules are not entirely clear about issues such as: (1) whether a Fund should recognize market discount on a debt obligation and, if so, (2) the amount of market discount the Fund should recognize, (3) when a Fund may cease to accrue interest, OID or market discount, (4) when and to what extent deductions may be taken for bad debts or worthless securities and (5) how payments received on obligations in default should be allocated between principal and income. These and other related issues will be addressed by a Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status and eligibility for treatment as a regulated investment company and does not become subject to U.S. federal income or excise tax.
Very generally, when a Fund purchases a bond at a price that exceeds the redemption price at maturity – that is, at a premium – the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if a Fund makes an election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Fund reduces the current taxable interest income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds acquired on or after January 4, 2013, a Fund is permitted to deduct any remaining premium allocable to a prior period. In the case of a tax-exempt bond, tax rules require a Fund to reduce its tax basis and the tax-exempt interest available for exempt-interest dividends to shareholders by the amount of the amortized premium.
If an option granted by a Fund is sold, lapses or is otherwise terminated through a closing transaction, such as a repurchase by the Fund of the option from its holder, the Fund generally will realize a short-term capital gain or loss, depending on whether the premium income is greater or less than the amount paid by the Fund in the closing transaction, unless the option is subject to Section 1256 of the Code, described below. Some capital losses realized by a Fund in the sale, exchange, exercise or other disposition of an option may be deferred if they result from a position that is part of a “straddle,” discussed below. If securities are sold by a Fund pursuant to the exercise of a covered call option granted by it, the Fund generally will add the premium received to the sale proceeds of the securities delivered in determining the amount of gain or loss on the sale. If securities are purchased by a Fund pursuant to the exercise of a put option granted by it, the Fund generally will subtract the premium received from its cost basis in the securities purchased.
Some regulated futures contracts, foreign currency contracts, and non-equity, listed options that may be used by a Fund will be deemed “Section 1256 contracts.” A Fund will be required to “mark to market” any such contracts held at the end of the taxable year by treating them as if they had been sold on the last day of that year at market value. Sixty percent of any net gain or loss realized on all dispositions of Section 1256 contracts, including deemed dispositions under the “mark-to-market” rule, generally will be treated as long-term capital gain or loss, and the remaining 40% will be treated as short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as entirely ordinary income or loss as described below. These provisions may require a Fund to recognize income or gains without a concurrent receipt of cash. Transactions that qualify as designated hedges are exempt from the mark-to-market rule and the “60%/40%” rule and may require the Fund to defer the recognition of losses on certain futures contracts, foreign currency contracts, and non-equity options.
Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain options, futures contracts, forward contracts and similar instruments relating to foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income or loss and may affect the amount and timing of recognition of the Fund’s income. Under future U.S. Treasury Regulations, any such transactions that are not directly related to a Fund’s investments in stock or securities (or its options contracts or futures contracts with respect to stock or securities) may have to be limited in order to enable the Fund to satisfy the 90% qualifying income test described above. If the net foreign exchange loss exceeds a Fund’s net investment company taxable income (computed without regard to such loss) for a taxable year, the resulting ordinary loss for such year will not be available as a carryover and thus cannot be deducted by the Fund or its shareholders in future years.
Offsetting positions held by a Fund involving certain derivative instruments, such as forward, futures and options contracts, may be considered, for U.S. federal income tax purposes, to constitute “straddles.” “Straddles” are defined to include “offsetting positions” in actively traded personal property. The tax treatment of “straddles” is governed by Section 1092 of the Code which, in certain circumstances, overrides or modifies the provisions of Section 1256. If a Fund is treated as entering into a “straddle” and at least one (but not all) of the Fund’s positions in derivative contracts comprising a part of such straddle is governed by Section 1256 of the Code, described above, then such straddle could be characterized as a “mixed straddle.” A Fund may make one or more elections with respect to “mixed straddles.” Depending upon which election is made, if any, the results with respect to a Fund may differ. Generally, to the extent the straddle rules apply to positions established by a Fund, losses realized by the Fund may be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain. In addition, the existence of a straddle may affect the holding period of the offsetting
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positions. As a result, the straddle rules could cause distributions that would otherwise constitute “qualified dividend income” or qualify for the dividends-received deduction to fail to satisfy the applicable holding period requirements (as described below). Furthermore, the Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle, including any interest on indebtedness incurred or continued to purchase or carry any positions that are part of a straddle. The application of the straddle rules to certain offsetting Fund positions can therefore affect the amount, timing, and character of distributions to shareholders, and may result in significant differences from the amount, timing and character of distributions that would have been made by the Fund if it had not entered into offsetting positions in respect of certain of its portfolio securities.
If a Fund enters into a “constructive sale” of any appreciated financial position in stock, a partnership interest, or certain debt instruments, the Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that position. A constructive sale of an appreciated financial position occurs when a Fund enters into certain offsetting transactions with respect to the same or substantially identical property, including, but not limited to: (i) a short sale; (ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future U.S. Treasury Regulations. The character of the gain from constructive sales will depend upon a Fund’s holding period in the appreciated financial position. Losses realized from a sale of a position that was previously the subject of a constructive sale will be recognized when the position is subsequently disposed of. The character of such losses will depend upon a Fund’s holding period in the position beginning with the date the constructive sale was deemed to have occurred and the application of various loss deferral provisions in the Code. Constructive sale treatment does not apply to certain closed transactions, including if such a transaction is closed on or before the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.
The amount of long-term capital gain a Fund may recognize from certain derivative transactions with respect to interests in certain pass-through entities is limited under the Code’s constructive ownership rules. The amount of long-term capital gain is limited to the amount of such gain the Fund would have had if the Fund directly invested in the pass-through entity during the term of the derivative contract. Any gain in excess of this amount is treated as ordinary income. An interest charge is imposed on the amount of gain that is treated as ordinary income.
If a Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders. Similar consequences may apply to repurchase and other derivative transactions. Similarly, to the extent that the Funds make distributions of income received by such Fund in lieu of tax-exempt interest with respect to securities on loan, such distributions will not constitute exempt-interest dividends (defined below) to shareholders.
In addition, a Fund’s transactions in securities and certain types of derivatives ( e.g., options, futures contracts, forward contracts and swap agreements) may be subject to other special tax rules, such as the “wash sale” rules or the short-sale rules, the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Fund’s securities, convert long-term capital gains into short-term capital gains, and/or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders.
Certain of a Fund’s investments in derivative instruments and foreign currency-denominated instruments, as well as any of its foreign currency transactions and hedging activities, are likely to produce a difference between its book income and its taxable income. If a Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in its shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset. If a Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify for treatment as a regulated investment company that is accorded special tax treatment.
Rules governing the U.S. federal income tax aspects of derivatives, including swap agreements and certain commodity-linked investments, are not entirely clear in certain respects. Accordingly, while each Fund intends to account for such transactions in a manner it deems to be appropriate, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid fund-level tax. Certain requirements that must be met under the Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in certain derivatives or commodity-linked transactions.
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Certain of the Funds employ a multi-manager approach in which the Investment Manager and one or more investment subadvisers each provide day-to-day portfolio management for a portion (or “sleeve”) of the Fund’s assets. Due to this multi-manager approach, certain of these Funds’ investments may be more likely to be subject to one or more special tax rules (including, but not limited to, wash sale, constructive sale, short sale, and straddle rules) that may affect the timing, character and/or amount of a Fund’s distributions to shareholders.
Any investment by a Fund in equity securities of a REIT may result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Dividends received by a Fund from a REIT generally will not constitute qualified dividend income and will not qualify for the dividends-received deduction. Subject to any future regulatory guidance to the contrary, any Fund distribution of income attributable to qualified REIT dividends will ostensibly not qualify for the deduction that could be available to a non-corporate shareholder were the shareholder to own such REIT stock directly.
A Fund may invest directly or indirectly in residual interests in REMICs or equity interests in taxable mortgage pools (“TMPs”). Under an IRS notice, and U.S. Treasury Regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income (including income allocated to the Fund from a REIT, a regulated investment company or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a regulated investment company, such as a Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, the Fund may not be a suitable investment for certain tax-exempt shareholders, as noted under Tax-Exempt Shareholders below.
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or certain other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax.
Some amounts received by a Fund from its investments in MLPs will likely be treated as returns of capital because of accelerated deductions available with respect to the activities of MLPs. On the disposition of an investment in such an MLP, the Fund will likely realize taxable income in excess of economic gain from that asset (or, in later periods, if a Fund does not dispose of the MLP, the Fund will likely realize taxable income in excess of cash flow received by the Fund from the MLP), and the Fund must take such income into account in determining whether the Fund has satisfied its regulated investment company distribution requirements. The Fund may have to borrow or liquidate securities to satisfy its distribution requirements and meet its redemption requests, even though investment considerations might otherwise make it undesirable for the Fund to borrow money or sell securities at the time. In addition, distributions attributable to gain from the sale of MLPs that are characterized as ordinary income under the Code’s recapture provisions will be taxable to Fund shareholders as ordinary income. Subject to any future regulatory guidance to the contrary, any Fund distribution of income attributable to qualified publicly traded partnership income from a Fund’s investment in an MLP, will ostensibly not qualify for the deduction that could be available to a non-corporate shareholder were the shareholder to own such MLP directly.
As noted above, certain of the ETFs and MLPs in which a Fund may invest qualify as qualified publicly traded partnerships. In such cases, the net income derived from such investments will constitute qualifying income for purposes of the 90% gross income requirement described earlier for qualification as a regulated investment company. If, however, such a vehicle were to fail to qualify as a qualified publicly traded partnership in a particular year, a Fund’s investment in that vehicle would be treated as an investment in a publicly traded partnership subject to taxation as a corporation, which would reduce the amount of income available for distribution by the vehicle to the Fund, and could adversely affect the Fund’s qualification for the asset diversification test, and thus could adversely affect the Fund’s ability to qualify as a regulated investment company for a particular year. In addition, as described above, the diversification requirement for regulated investment company qualification will limit a Fund’s investments in one or more vehicles that are qualified publicly traded partnerships to 25% of the Fund’s total assets as of the end of each quarter of the Fund’s taxable year.
“Passive foreign investment companies” (“PFICs”) are generally defined as foreign corporations where at least 75% of their gross income for their taxable year is income from passive sources (such as certain interest, dividends, rents and royalties, or capital gains) or at least 50% of their assets on average produce or are held for the production of such passive income. If a Fund acquires any equity interest in a PFIC, the Fund could be subject to U.S. federal income tax and interest charges on “excess distributions” received from the PFIC or on gain from the sale of such equity interest in the PFIC, even if all income or gain
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actually received by the Fund is timely distributed to its shareholders. Excess distributions and gain from the sale of interests in PFICs may be characterized as ordinary income even though, absent the application of PFIC rules, these amounts may otherwise have been classified as capital gain.
A Fund will not be permitted to pass through to its shareholders any credit or deduction for these special taxes and interest charges incurred with respect to a PFIC. Elections may be available that would ameliorate these adverse tax consequences, but such elections would require a Fund to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC (in the case of a “QEF election”), or to mark the gains (and to a limited extent losses) in its interests in the PFIC “to the market” as though the Fund had sold and repurchased such interests on the last day of the Fund’s taxable year, treating such gains and losses as ordinary income and loss (in the case of a “mark-to-market election”). The QEF and mark-to-market elections may require a Fund to recognize taxable income or gain without the concurrent receipt of cash and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require a Fund to liquidate other investments prematurely to meet the minimum distribution requirements described above, which also may accelerate the recognition of gain and adversely affect the Fund’s total return. Each Fund may attempt to limit and/or manage its holdings in PFICs to minimize tax liability and/or maximize returns from these investments but there can be no assurance that it will be able to do so. Moreover, because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances. Dividends paid by a foreign corporation that, for its taxable year in which the dividend is paid or the preceding taxable year, is a PFIC will not be eligible to be treated as qualified dividend income, as defined below.
A U.S. person, including a Fund, who owns (directly or indirectly) 10% or more of the total combined voting power of all classes of stock of a foreign corporation or 10% or more of the total value of shares of all classes of stock of a foreign corporation is a “U.S. Shareholder” for purposes of the controlled foreign corporation (“CFC”) provisions of the Code. Generally, a CFC is a foreign corporation that is owned (directly, indirectly, or constructively determined by reference to complex ownership attribution rules under the Code) more than 50% (measured by voting power or value) by U.S. Shareholders.
Each Subsidiary of each of Alternative Beta Fund, MM Alternative Strategies Fund and Diversified Absolute Return Fund is expected to be a CFC in which the Fund owning the Subsidiary will be a U.S. Shareholder. If the Fund is a U.S. Shareholder, such Fund will be required to include in gross income for U.S. federal income tax purposes all of a CFC’s “subpart F income,” whether or not such income is actually distributed by the CFC. Subpart F income generally includes net gains from the disposition of stocks or securities, receipts with respect to securities loans, net gains from transactions (including futures, forward, and similar transactions) in commodities, and net payments received with respect to equity swaps and similar derivatives. Subpart F income is treated as ordinary income, regardless of the character of the CFC’s underlying income. Net losses incurred by a CFC during a tax year do not flow through to the Fund and thus will not be available to offset income or capital gain generated from the Fund’s other investments. In addition, net losses incurred by a CFC during a tax year generally cannot be carried forward by the CFC to offset gains realized by it in subsequent taxable years. The Fund will take steps to ensure that the Fund’s income in respect of the Subsidiary will constitute qualifying income. The Subsidiary may be required to sell investments in order to make cash payments to the Fund, including at a time when it may be disadvantageous to do so. Please refer to the section entitled Taxation – The Subsidiary for further information.
In addition, if any income earned by a Subsidiary were treated as “effectively connected” with the conduct of a trade or business in the United States (“effectively connected income” or “ECI”), such income would be subject to both a so-called “branch profits tax” and a U.S. federal income tax at the rates applicable to U.S. corporations, at the entity level. If, for U.S. federal income tax purposes, a Subsidiary were to earn ECI in connection with its direct investment activities, a portion or all of the Subsidiary’s income would be subject to these U.S. taxes. The Funds that own one or more Subsidiaries expect that, in general, the activities of the Subsidiaries will be conducted in such a manner that they will not be treated as engaged in a U.S. trade or business, but there can be no assurance that the entity will not recognize any effectively connected income. The imposition of U.S. taxes on ECI could significantly reduce shareholders’ returns on their investments in a Fund owning a Subsidiary subject to such taxes. The Fund does not expect that income from any Subsidiary will be eligible to be treated as qualified dividend income. In addition, the Fund does not expect that distributions from any Subsidiary will be eligible for the dividends-received deduction.
In addition to the investments described above, prospective shareholders should be aware that other investments made by a Fund may involve complex tax rules that may result in income or gain recognition by the Fund without corresponding current cash receipts. Although each Fund seeks to avoid significant noncash income, such noncash income could be recognized by a Fund, in which case the Fund may distribute cash derived from other sources in order to meet the minimum distribution requirements described above. In this regard, a Fund could be required at times to liquidate investments prematurely in order to satisfy its minimum distribution requirements, which may accelerate the recognition of gain and adversely affect the Fund’s total return.
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Taxation of Distributions
Except for exempt-interest dividends (defined below) paid by a Fund, distributions paid out of a Fund’s current and accumulated earnings and profits, whether paid in cash or reinvested in the Fund, generally are deemed to be taxable distributions and must be reported by each shareholder who is required to file a U.S. federal income tax return. Dividends and distributions on a Fund’s shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects either unrealized gains, or realized but undistributed income or gains. Such realized income and gains may be required to be distributed even when the Fund’s net asset value also reflects unrealized losses. For U.S. federal income tax purposes, a Fund’s earnings and profits, described above, are determined at the end of the Fund’s taxable year. Distributions in excess of a Fund’s current and accumulated earnings and profits will first be treated as a return of capital up to the amount of a shareholder’s tax basis in his or her Fund shares and then as capital gain. A return of capital is not taxable, but it reduces a shareholder’s tax basis in his or her Fund shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of his or her shares. A Fund may make distributions in excess of its earnings and profits to a limited extent, from time to time.
For U.S. federal income tax purposes, distributions of investment income (except for exempt-interest dividends and qualified dividend income, each defined below) are generally taxable as ordinary income, and distributions of gains from the sale of investments that a Fund owned (or is deemed to have owned) for one year or less will be taxable as ordinary income. Distributions properly reported by a Fund as capital gain dividends (Capital Gain Dividends) will be taxable to shareholders as long-term capital gain (to the extent such distributions do not exceed the Fund’s actual net long-term capital gain for the taxable year), regardless of how long a shareholder has held Fund shares, and do not qualify as dividends for purposes of the dividends-received deduction or as qualified dividend income (defined below). Each Fund will report Capital Gain Dividends, if any, in written statements furnished to its shareholders.
Some states will not tax distributions made to individual shareholders that are attributable to interest a Fund earns on direct obligations of the U.S. Government if the Fund meets the state’s minimum investment or reporting requirements, if any. Investments in GNMA or FNMA securities, bankers’ acceptances, commercial paper, and repurchase agreements collateralized by U.S. government securities generally do not qualify for tax-free treatment. This exemption may not apply to corporate shareholders.
Sales and Exchanges of Fund Shares
Generally, if a shareholder sells or exchanges his or her Fund shares, he or she generally will realize a taxable capital gain or loss on the difference between the amount received for the shares (or deemed received in the case of an exchange) and his or her tax basis in the shares. This gain or loss will be long-term capital gain or loss if he or she has held (or is deemed to have held) such Fund shares for more than one year at the time of the sale or exchange, and short-term capital gain or loss otherwise.
If a shareholder incurs a sales charge in acquiring Fund shares and sells or exchanges those Fund shares within 90 days of having acquired such shares and if, as a result of having initially acquired those shares, he or she subsequently pays a reduced sales charge on a new purchase of shares of the Fund or a different regulated investment company, the sales charge previously incurred in acquiring the Fund’s shares generally shall not be taken into account (to the extent the previous sales charges do not exceed the reduction in sales charges on the new purchase) for the purpose of determining the amount of gain or loss on the disposition, but generally will be treated as having been incurred in the new purchase. This sales charge basis deferral rule shall apply only when a shareholder makes such new acquisition of Fund shares or shares of a different regulated investment company during the period beginning on the date the original Fund shares are disposed of and ending on January 31 of the calendar year following the calendar year the original Fund shares are disposed of. If a shareholder realizes a loss on a disposition of Fund shares, the loss generally will be disallowed under the “wash sale” rules to the extent that he or she purchases (including through the reinvestment of dividends) substantially identical shares within the 61-day period beginning 30 days before and ending 30 days after the disposition. Any disallowed loss generally will be reflected in an adjustment to the tax basis of the purchased shares.
If a shareholder receives a Capital Gain Dividend or is deemed to receive a distribution of long-term capital gain with respect to any Fund share and such Fund share is held or treated as held for six months or less, then (unless otherwise disallowed) any loss on the sale or exchange of that Fund share will be treated as a long-term capital loss to the extent of the Capital Gain Dividend or deemed long-term capital gain distribution. If Fund shares are sold at a loss after being held for six months or less, the loss will generally be disallowed to the extent of any exempt-interest dividends (defined below) received on those shares. However, this loss disallowance does not apply with respect to redemptions of Fund shares with a holding period beginning after December 22, 2010 if such Fund declares substantially all of its net tax-exempt income as exempt-interest dividends on a daily basis, and pays such dividends on at least a monthly basis (as would typically be the case for tax-exempt money market funds).
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Cost Basis Reporting
Each Fund (or the shareholder’s financial intermediary, if Fund shares are held through a financial intermediary) generally is required to report to shareholders and the IRS gross proceeds on the sale, redemption or exchange of Fund shares. In addition, for shares purchased, including shares purchased through dividend reinvestment, on or after January 1, 2012, the Funds (or the shareholder’s financial intermediary) generally are required to provide the shareholders and the IRS, upon the sale, redemption or exchange of Fund shares, with cost basis information about those shares as well as information about whether any gain or loss is short- or long-term and whether any loss is disallowed under the “wash sale” rules. This reporting is not required for Fund shares held in a retirement or other tax-advantaged account. With respect to Fund shares in accounts held directly with a Fund, each Fund will calculate and report cost basis using the Fund’s default method of average cost, unless the shareholder instructs the Fund to use a different calculation method. A Fund will not report cost basis for shares whose cost basis is uncertain or unknown to the Fund. Please visit the Columbia Funds’ website at www.columbiathreadneedle.com/us or contact the Funds at 800.345.6611 for more information regarding average cost basis reporting and other available methods for cost basis reporting and how to select or change a particular method or to choose specific shares to sell, redeem or exchange. If a shareholder retains Fund shares through a financial intermediary, he or she should contact such financial intermediary to learn about the Fund’s cost basis reporting default method and the reporting elections available to his or her account. The Funds do not recommend any particular method of determining cost basis. The shareholder should consult a tax advisor to determine which available cost basis method is best. When completing U.S. federal and state income tax returns, shareholders should carefully review the cost basis and other information provided and make any additional basis, holding period or other adjustments that may be required.
Foreign Taxes
Amounts realized by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of securities of foreign corporations, the Fund will be eligible to file an annual election with the IRS pursuant to which the Fund may pass through to its shareholders on a pro rata basis foreign income and similar taxes paid by the Fund with respect to foreign securities that the Fund has held for at least the minimum holding periods specified in the Code and such taxes may be claimed, subject to certain limitations, either as a tax credit or deduction by the shareholders. In some cases, a Fund may also be eligible to pass through to its shareholders the foreign taxes paid by underlying funds (as defined below) in which it invests that themselves elected to pass through such taxes to their shareholders, see Special Tax Considerations Pertaining to Funds-of-Funds below.

Certain Funds may qualify for and make the election; however, even if a Fund qualifies for the election for any year, it may determine not to make the election for such year. If a Fund does not so qualify or qualifies but does not so elect, then shareholders will not be entitled to claim a credit or deduction with respect to foreign taxes paid by or withheld from payments to the Fund. A Fund will notify its shareholders in written statements if it has elected for the foreign taxes paid by it to “pass through” for that year.
In general, if a Fund makes the election, the Fund itself will not be permitted to claim a credit or deduction for foreign taxes paid in that year, and the Fund’s dividends-paid deduction will be increased by the amount of foreign taxes paid that year. Fund shareholders generally shall include their proportionate share of the foreign taxes paid by the Fund in their gross income and treat that amount as paid by them for the purpose of the foreign tax credit or deduction, provided that any applicable holding period and other requirements have been met. If a shareholder claims a credit for foreign taxes paid, in general, the credit will be subject to certain limits. A deduction for foreign taxes paid may be claimed only by shareholders that itemize their deductions. Shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-exempt accounts (including those who invest through IRAs or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.
Special Tax Considerations Pertaining to Tax-Exempt Funds
If, at the close of each quarter of a regulated investment company’s taxable year, at least 50% of the value of its total assets consists of obligations the interest on which is exempt from U.S. federal income tax under Section 103(a) of the Code, then the regulated investment company may qualify to pay “exempt-interest dividends” and pass through to its shareholders the tax-exempt character of its income from such obligations. Certain of the Funds intend to so qualify and are designed to provide shareholders with a high level of income in the form of exempt-interest dividends, which are generally exempt from U.S. federal income tax (each such qualifying Fund, a “Tax-Exempt Fund”). In some cases, a Fund may also be eligible to pass through to its shareholders the tax-exempt character of any exempt-interest dividends it receives from underlying funds (as defined below) in which it invests, see Special Tax Considerations Pertaining to Funds-of-Funds below.
Distributions by a Tax-Exempt Fund, other than those attributable to interest on the Tax-Exempt Fund’s tax-exempt obligations and properly reported as exempt-interest dividends, will be taxable to shareholders as ordinary income or long-term capital gain or, in some cases, could constitute a return of capital to shareholders. See Taxation of Distributions above. Each Tax-Exempt Fund will notify its shareholders in written statements of the portion of the distributions for the taxable year that constitutes
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exempt-interest dividends. The percentage of a shareholder’s income reported as tax-exempt for any particular distribution may be substantially different from the percentage of the Tax-Exempt Fund’s income that was tax-exempt during the period covered by the distribution. The deductibility of interest paid or accrued on indebtedness incurred by a shareholder to purchase or carry shares of a Tax-Exempt Fund may be limited. The portion of such interest that is non-deductible generally equals the amount of such interest times the ratio of a Tax-Exempt Fund’s exempt-interest dividends received by the shareholder to all of the Tax-Exempt Fund’s dividends received by the shareholder (excluding Capital Gain Dividends and any capital gains required to be included in the shareholder’s long-term capital gains in respect of capital gains retained by the Tax-Exempt Fund, as described earlier).
Although exempt-interest dividends are generally exempt from U.S. federal income tax, there may not be a similar exemption under the laws of a particular state or local taxing jurisdiction. Thus, exempt-interest dividends may be subject to state and local taxes ; however, each state-specific Tax-Exempt Fund generally invests at least 80% of its net assets in municipal bonds that pay interest that is exempt not only from U.S. federal income tax, but also from the applicable state’s personal income tax (but not necessarily local taxes or taxes of other states).
You should consult your tax advisor to discuss the tax consequences of your investment in a Tax-Exempt Fund. Tax-exempt interest on certain “private activity bonds” has been designated as a “tax preference item” and must be added back to taxable income for purposes of calculating U.S. federal alternative minimum tax (“AMT”). To the extent that a Tax-Exempt Fund invests in certain private activity bonds, its shareholders will be required to report that portion of the Tax-Exempt Fund’s distributions attributable to income from the bonds as a tax preference item in determining their U.S. federal AMT, if any. Shareholders will be notified of the tax status of distributions made by a Tax-Exempt Fund. Persons who may be “substantial users” (or “related persons” of substantial users) of facilities financed by private activity bonds should consult their tax advisors before purchasing shares in a Tax-Exempt Fund. Shareholders with questions or concerns about the U.S. federal AMT should consult their own tax advisors.
Ordinarily, a Tax-Exempt Fund relies on an opinion from the issuer’s bond counsel that interest on the issuer’s obligation will be exempt from U.S. federal income taxation. However, no assurance can be given that the IRS will not successfully challenge such exemption, which could cause interest on the obligation to be taxable and could jeopardize a Tax-Exempt Fund’s ability to pay exempt-interest dividends. Similar challenges may occur as to state-specific exemptions. Also, from time to time legislation may be introduced or litigation may arise that would change the treatment of exempt-interest dividends. Such litigation or legislation may have the effect of raising the state or other taxes payable by shareholders on such dividends. Shareholders should consult their tax advisors for the current law on exempt-interest dividends.
A shareholder who receives Social Security or railroad retirement benefits should consult his or her tax advisor to determine what effect, if any, an investment in a Tax-Exempt Fund may have on the U.S. federal taxation of such benefits. Exempt-interest dividends are included in income for purposes of determining the amount of benefits that are taxable.
Special Tax Considerations Pertaining to Funds-of-Funds
Certain Funds (each such fund, a Fund-of-Funds) invest their assets primarily in shares of other mutual funds, ETFs or other companies that are regulated investment companies (collectively, underlying funds). Consequently, their income and gains will normally consist primarily of distributions from underlying funds and gains and losses on the disposition of shares of underlying funds. To the extent that an underlying fund realizes net losses on its investments for a given taxable year, a Fund-of-Funds will not be able to benefit from those losses until (i) the underlying fund realizes gains that it can reduce by those losses, or (ii) the Fund-of-Funds recognizes its share of those losses (so as to offset distributions of capital gains from other underlying funds) when it disposes of shares of the underlying fund. Moreover, even when a Fund-of-Funds does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for U.S. federal income tax purposes as a short-term capital loss or an ordinary deduction. In particular, a Fund-of-Funds will not be able to offset any capital losses from its dispositions of underlying fund shares against its ordinary income (including distributions of any net short-term capital gains realized by an underlying fund).
In addition, in certain circumstances, the “wash sale” rules may apply to sales of underlying fund shares by a Fund-of-Funds. As discussed above, a wash sale occurs if shares of an underlying fund are sold by a Fund-of-Funds at a loss and the Fund-of-Funds acquires additional shares of that same underlying fund within the period beginning 30 days before and ending 30 days after the date of the sale. The rules could defer losses of a Fund-of-Funds on sales of underlying fund shares (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.
As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gain that a Fund-of-Funds will be required to distribute to shareholders will be greater than such amounts would have been had the Fund-of-Funds invested directly in the securities held by the underlying funds, rather than investing in shares of the
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underlying funds. For similar reasons, the character of distributions from a Fund-of-Funds ( e.g., long-term capital gain, exempt interest, eligibility for dividends-received deduction) will not necessarily be the same as it would have been had the Fund-of-Funds invested directly in the securities held by the underlying funds.
Depending on the percentage ownership of a Fund-of-Funds in an underlying fund before and after a redemption of underlying fund shares, the redemption of shares by the Fund-of-Funds of such underlying fund may cause the Fund-of-Funds to be treated as receiving a dividend in the full amount of the redemption proceeds instead of receiving a capital gain or loss on the redemption of shares of the underlying fund. This could be the case where a Fund-of-Funds holds a significant interest in an underlying fund that is not “publicly offered” (as defined in the Code) and redeems only a small portion of such interest. Dividend treatment of a redemption by a Fund-of-Funds would affect the amount and character of income required to be distributed by both the Fund-of-Funds and the underlying fund for the year in which the redemption occurred. It is possible that such a dividend would qualify as “qualified dividend income”; otherwise, it would be taxable as ordinary income and could cause shareholders of a Fund-of-Funds to recognize higher amounts of ordinary income than if the shareholders had held shares of the underlying fund directly.
If a Fund-of-Funds receives dividends from an underlying fund, and the underlying fund reports such dividends as “qualified dividend income,” as discussed below, then the Fund-of-Funds is permitted, in turn, to report a portion of its distributions as “qualified dividend income,” provided the Fund-of-Funds meets the holding period and other requirements with respect to shares of the underlying fund. If a Fund-of-Funds receives dividends from an underlying fund, and the underlying fund reports such dividends as eligible for the dividends-received deduction, then the Fund-of-Funds is permitted, in turn, to report a portion of its distributions as eligible for the dividends-received deduction, provided the Fund-of-Funds meets the holding period and other requirements with respect to shares of the underlying fund.
If a Fund-of-Funds is a “qualified fund-of-funds” (a regulated investment company that invests at least 50% of its total assets in other regulated investment companies at the close of each quarter of its taxable year), it will be able to distribute exempt-interest dividends and thereby pass through to its shareholders the tax-exempt character of any interest received on tax-exempt obligations in which it directly invests or any exempt-interest dividends it receives from underlying funds in which it invests. For further considerations pertaining to exempt-interest dividends, see Special Tax Considerations Pertaining to Tax-Exempt Funds above.
Further, if a Fund-of-Funds is a qualified fund-of-funds, it will be able to elect to pass through to its shareholders any foreign income and other similar taxes paid by the Fund-of-Funds or paid by an underlying fund in which the Fund-of-Funds invests that itself elected to pass such taxes through to shareholders, so that shareholders of the Fund-of-Funds will be eligible to claim a tax credit or deduction for such taxes, subject to applicable limitations. However, even if a Fund-of-Funds qualifies to make the election for any year, it may determine not to do so. For further considerations pertaining to foreign taxes paid by a Fund, see Foreign Taxes above.
Finally, a Fund-of-Funds generally must look through its 20 percent voting interest in a corporation, including an underlying fund, to the underlying assets thereof for purposes of the diversification test; special rules potentially provide limited relief from the application of this rule where the Fund-of-Funds is a qualified fund-of-funds.
U.S. Federal Income Tax
In general, “qualified dividend income” is income attributable to dividends received by a Fund from certain domestic and foreign corporations, as long as certain holding period and other requirements are met by the Fund with respect to the dividend-paying corporation’s stock and by the Fund's shareholders with respect to the Fund’s shares. If 95% or more of a Fund’s gross income (excluding net long-term capital gain over net short-term capital loss) constitutes qualified dividend income, all of its distributions (other than Capital Gain Dividends) will be generally treated as qualified dividend income in the hands of individual shareholders, as long as they have owned their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend date (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date) and meet certain other requirements specified in the Code. In general, if less than 95% of a Fund’s gross income is attributable to qualified dividend income, then only the portion of the Fund’s distributions that is attributable to qualified dividend income and reported as such in a timely manner will be so treated in the hands of individual shareholders who meet the aforementioned holding period requirements. Qualified dividend income is taxable to individual shareholders at tax rates applicable to long-term capital gain. The rules regarding the qualification of Fund distributions as qualified dividend income are complex, including the holding period requirements. Individual Fund shareholders therefore are urged to consult their own tax advisors and financial planners. Fixed income funds typically do not distribute significant amounts of qualified dividend income.
The Code generally imposes a 3.8% net investment income tax on certain high-income individuals, trusts and estates. 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.” For this purpose, “net investment income”
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generally includes, among other things, (i) distributions paid by a Fund of net investment income and capital gains (other than exempt-interest dividends) as described above, and (ii) any net gain recognized on the sale, redemption, exchange or other taxable disposition of Fund shares. Certain details of the implementation of the tax remain subject to future guidance. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Fund.
Backup Withholding
Each Fund generally is required to withhold, and remit to the U.S. Treasury, subject to certain exemptions, a percentage of all distributions and redemption proceeds (including proceeds from exchanges and redemptions in-kind) paid or credited to a Fund shareholder if (1) the shareholder fails to furnish the Fund with a correct “taxpayer identification number” (TIN) or has not certified to the Fund that withholding does not apply or (2) the IRS notifies the Fund that the shareholder’s TIN is incorrect or the shareholder is otherwise subject to backup withholding. These backup withholding rules may also apply to distributions that are properly reported as exempt-interest dividends (defined above). This backup withholding is not an additional tax imposed on the shareholder. The shareholder may apply amounts required to be withheld as a credit against his or her future U.S. federal income tax liability, provided that the required information is furnished to the IRS. If a shareholder fails to furnish a valid TIN upon request, the shareholder can also be subject to IRS penalties.
Tax-Deferred Plans
The shares of a Fund may be available for a variety of tax-deferred retirement and other tax-advantaged plans and accounts. Prospective investors should contact their tax advisors and financial planners regarding the tax consequences to them of holding Fund shares through such plans and/or accounts.
Corporate Shareholders
Subject to limitations and other rules, a corporate shareholder of a Fund may be eligible for the dividends-received deduction on Fund distributions attributable to dividends received by the Fund from domestic corporations, which, if received directly by the corporate shareholder, would qualify for such a deduction. For eligible corporate shareholders, the dividends-received deduction may be subject to certain reductions, and a distribution by a Fund attributable to dividends of a domestic corporation will be eligible for the deduction only if certain holding period and other requirements are met. For information regarding eligibility for the dividends-received deduction of dividend income derived by an underlying fund in which a Fund-of-Funds invests, see Special Tax Considerations Pertaining to Funds-of-Funds above. These requirements are complex; therefore, corporate shareholders of the Funds are urged to consult their own tax advisors and financial planners.
As discussed above, a portion of the interest paid or accrued on certain high-yield discount obligations that a Fund may own may not be deductible to the issuer. If a portion of the interest paid or accrued on these obligations is not deductible, that portion will be treated as a dividend. In such cases, if the issuer of the obligation is a domestic corporation, dividend payments by a Fund may be eligible for the dividends-received deduction to the extent of the dividend portion of such interest.
Foreign Shareholders
For purposes of this discussion, “foreign shareholders” generally include: (i) nonresident alien individuals, (ii) foreign trusts ( i.e. , a trust other than a trust with respect to which a U.S. court is able to exercise primary supervision over administration of that trust and one or more U.S. persons have authority to control substantial decisions of that trust), (iii) foreign estates ( i.e. , the income of which is not subject to U.S. tax regardless of source), and (iv) foreign corporations.
Distributions by a Fund made to foreign shareholders that are not “U.S. persons” within the meaning of the Code properly reported by a Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, (3) interest-related dividends or (4) exempt-interest dividends, each as defined above or below, generally are not subject to withholding of U.S. federal income tax. In general, the Code defines (1) “short-term capital gain dividends” as distributions of net short-term capital gains in excess of net long-term capital losses and (2) “interest-related dividends” as distributions from U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders. The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests as described below. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10%
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shareholder of the issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation.
If a Fund invests in a RIC that pays Capital Gain Dividends, short-term capital gain dividends, exempt-interest dividends, or interest-related dividends to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to foreign shareholders (provided, in the case of exempt-interest dividends, that the Fund and the underlying RIC meet the requirements discussed in Special Tax Considerations Pertaining to Funds-of-Funds above).
A Fund is permitted to report such part of its dividends as interest-related and/or short-term capital gain dividends as are eligible, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if a Fund reports all or a portion of a payment as a short-term capital gain or interest-related dividend. Foreign shareholders should contact their intermediaries regarding the application of these rules to their accounts.
Distributions by a Fund to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends, exempt-interest dividends, and interest-related dividends (e.g., dividends attributable to foreign-source dividend and interest income, or to short-term capital gains or U.S. source interest income to which the exception from withholding description above does not apply) are generally subject to U.S. federal income tax withheld at a rate of 30% (or lower applicable treaty rate).
In general, a foreign shareholder is not subject to U.S. federal income tax and withholding on gains (and is not allowed a deduction for losses) realized on the disposition of shares of a Fund unless: (i) such gain is effectively connected with the conduct by the foreign shareholder of a trade or business within the United States, (ii) in the case of a foreign shareholder that is an individual, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of disposition and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the foreign shareholder’s sale of shares of the Fund (as described below).
Special rules apply if a Fund were a qualified investment entity (“QIE”) because it is either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition of USRPIs described below.
Generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States and other trade or business assets.
USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC in the last five years. A Fund that holds, directly or indirectly, significant interests in REITs, may be a USRPHC. Interests in: (i) domestically controlled QIEs, including REITs and RICs that are QIEs, (ii) not-greater-than 10% interests in publicly traded classes of stock in REITs, and (iii) not-greater-than-5% interests in publicly traded classes of stock in RICs, generally are not USRPIs, but these exceptions do not apply for purposes of determining whether a Fund is a QIE.
If an interest in a Fund were a USRPI, the Fund would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.
Moreover, if a Fund were a USRPHC or, very generally, had been one in the last five years, it would be required to withhold on amounts distributed to a greater-than-5% foreign shareholder to the extent such amounts would not be treated as a dividend, i.e., are in excess of the Fund’s current and accumulated “earnings and profits” for the applicable tax year. Such withholding generally is not required if the Fund is a domestically controlled QIE.
If a Fund is a QIE, under a special “look through” rule, any distributions by the Fund to a greater-than-5% foreign shareholder (including, in certain cases, distributions made by the Fund in redemption of its shares) that are attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands and (ii) gains realized on the disposition of USRPIs by the Fund will retain their character as gains realized from USRPIs in the hands of the Fund’s foreign shareholders and will be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. income tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholder’s current and past ownership of a Fund.
Foreign shareholders of a Fund may also be subject to “wash sale” rules to prevent the avoidance of the foregoing tax-filing and payment obligations discussed above through the sale and repurchase of Fund shares.
Statement of Additional Information – May 7, 2018 221

 

Foreign shareholders should consult their tax advisors and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in a Fund.
Foreign shareholders with respect to whom income from a Fund is effectively connected with a trade or business conducted by the foreign shareholder within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares of a Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.
In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must comply with applicable certification requirements relating to its foreign status (including, in general, furnishing an IRS Form W-8BEN, W-8BEN-E or substitute form). Foreign shareholders should consult their tax advisors in this regard.
Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Fund shares through foreign partnerships. In addition, additional considerations may apply to foreign trusts and foreign estates. Investors holding Fund shares through foreign entities should consult their tax advisors about their particular situation.
A beneficial holder of shares who is a foreign person may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.
Tax-Exempt Shareholders
Each Fund serves to “block” (that is, prevent the attribution to shareholders of) unrelated business taxable income (“UBTI”) from being realized by tax-exempt shareholders. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Section 514(b) of the Code.
It is possible that a tax-exempt shareholder will also recognize UBTI if a Fund recognizes excess inclusion income (as described above) derived from direct or indirect investments in residual interests in real estate mortgage investment conduits (“REMICs”) or equity interests in taxable mortgage pools (“TMPs”). Furthermore, any investment in residual interests of a collateralized mortgage obligation ("CMO") that has elected to be treated as a REMIC can create complex tax consequences, especially if the Fund has state or local governments or other tax-exempt organizations as shareholders.
In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT, as defined in Section 664 of the Code, that realizes UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in a Fund to the extent that it recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a Fund and the Fund recognizes excess inclusion income, then the Fund will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest U.S. federal corporate income tax rate. The extent to which the IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. Each Fund has not yet determined whether such an election will be made. CRTs are urged to consult their tax advisors concerning the consequences of investing in a Fund.
Tax Shelter Reporting Regulations
Under U.S. Treasury Regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct holders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult with their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Statement of Additional Information – May 7, 2018 222

 

Shareholder Reporting Obligations With Respect to Foreign Bank and Financial Accounts
Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of a Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Shareholders should consult a tax advisor, and persons investing in the Fund through an intermediary should contact their intermediary, regarding the applicability to them of this reporting requirement.
Other Reporting and Withholding Requirements
Sections 1471-1474 of the Code, and the U.S. Treasury Regulations and IRS guidance issued thereunder (collectively, “FATCA”), generally require a Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an “IGA”) between the United States and a foreign government, as described more fully below. If a shareholder of a Fund fails to provide the requested information or otherwise fails to comply with FATCA or an IGA, the Fund is generally required to withhold under FATCA at a rate of 30% with respect to that shareholder on ordinary dividends it pays, and on or after January 1, 2019, 30% of certain Capital Gain Dividends and gross proceeds of the sale, redemption or exchange of Fund shares it pays. If a payment by a Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above (e.g., Capital Gain Dividends, exempt-interest dividends, short-term capital gain dividends and interest-related dividends).
Payments to a shareholder will generally not be subject to FATCA withholding, provided the shareholder provides a Fund with such certifications, waivers or other documentation or information as the Fund requires, including, to the extent required, with regard to such shareholder’s direct and indirect owners, to establish the shareholder’s FATCA status and otherwise to comply with these rules. In order to avoid withholding, a shareholder that is a “foreign financial institution” (“FFI”) must either (i) become a “participating FFI” by entering into a valid U.S. tax compliance agreement with the IRS, (ii) qualify for an exception from the requirement to enter into such an agreement, for example by becoming a “deemed-compliant FFI,” or (iii) be covered by an applicable IGA between the United States and a non-U.S. government to implement FATCA and improve international tax compliance. In any of these cases, the investing FFI generally will be required to provide its Fund with appropriate identifiers, certifications or documentation concerning its status.
A Fund may disclose the information that it receives from (or concerning) its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with applicable IGAs or other applicable law or regulation.
Prospective investors are urged to consult their tax advisors regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary.
The Subsidiary
Each of Alternative Beta Fund, Diversified Absolute Return Fund and MM Alternative Strategies Fund (for purposes of this section, the “Fund”) intends to invest a portion of its assets in one or more Subsidiaries, each of which will be classified as a corporation for U.S. federal tax purposes. Foreign corporations, such as the Subsidiary, will generally not be subject to U.S. federal income tax unless it is deemed to be engaged in a United States trade or business. The Subsidiary intends to conduct its activities in a manner that is expected to meet the requirements of a safe harbor under Section 864(b)(2) of the Code under which the Subsidiary may engage in trading in stocks or securities or certain commodities for its own account without being deemed to be engaged in a United States trade or business. However, if certain of the Subsidiary’s activities were deemed not to be of the type described in the safe harbor, the activities of the Subsidiary might constitute a United States trade or business.
Even if the Subsidiary is not engaged in a United States trade or business, it will potentially be subject to a U.S. withholding tax at a rate of 30% on all or a portion of its United States source gross income that is not effectively connected with a United States trade or business.
The Subsidiary will be treated as a “controlled foreign corporation” for U.S. federal tax purposes. The Fund will be treated as a “U.S. Shareholder” of the Subsidiary. As a result, the Fund will be required to include in its gross income all of the Subsidiary’s “subpart F income”. It is expected that all of the Subsidiary’s income will be “subpart F income”. “Subpart F income” is generally treated as ordinary income. Under proposed regulations, the annual net income, if any, realized by the Subsidiary and treated as received by the Fund for U.S. federal income tax purposes will constitute qualifying income for purposes of the Fund’s qualification as a RIC under the Code only to the extent such net income is currently and timely distributed to the Fund. The Fund and the Subsidiary currently take steps, and will continue to take steps to ensure that the Fund’s income in respect of the Subsidiary will constitute qualifying income, including but not limited to by causing the Subsidiary to distribute cash to the Fund each year in an amount equal to the Subsidiary’s “subpart F income.” The Subsidiary may be required to sell investments in order to make such cash payments to the Fund, including at a time when it may be not advantageous to do so. Accordingly, any such cash payments may temporarily limit the Subsidiary’s or the Fund’s ability to pursue its respective investment strategy. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income of the Fund and generally is not
Statement of Additional Information – May 7, 2018 223

 

permitted to be carried forward to offset income of the Subsidiary in future years. The recognition by the Fund of the Subsidiary’s “subpart F income” will increase the Fund’s tax basis in the Subsidiary. Distributions by the Subsidiary to the Fund will not be taxable to the extent of its previously undistributed “subpart F income”, and will reduce the Fund’s tax basis in the Subsidiary.
In order to qualify for the special tax treatment accorded to RICs under the Code, the Fund must satisfy a 90% gross income requirement and an asset diversification requirement. These requirements are not applicable to the Subsidiary. For purposes of the asset diversification requirement, the Fund will limit its investment in the Subsidiary in the aggregate to 25% or less of the Fund's total assets as of the end of every quarter of its taxable year; the asset diversification requirement applies to the Fund's interest in the Subsidiary but not to the Subsidiary's investments.
Statement of Additional Information – May 7, 2018 224

 

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Management Ownership
As of April 30, 2018, the Trustees and Officers of the Trust, as a group, beneficially owned less than 1% of each class of shares of each Fund, except as set forth in the table below:
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%
Principal Shareholders and Control Persons
The tables below identify the names, address and ownership percentage of each person who owns of record or is known by the Trust to own beneficially 5% or more of any class of a Fund’s outstanding shares (Principal Holders) or 25% or more of a Fund’s outstanding shares (Control Persons). A shareholder who beneficially owns more than 25% of a Fund’s shares is presumed to “control” the Fund, as that term is defined in the 1940 Act, and may have a significant impact on matters submitted to a shareholder vote. A shareholder who beneficially owns more than 50% of a Fund’s outstanding shares may be able to approve proposals, or prevent approval of proposals, without regard to votes by other Fund shareholders. Additional information about Control Persons, if any, is provided following the tables. The information provided for each Fund is as of a date no more than 30 days prior to the date of filing a post-effective amendment to the applicable Trust’s registration statement with respect to such Fund.
The information provided for each Fund is as of the date indicated in the table below, and certain share classes may have changed since such date as follows. Effective March 27, 2017, Class W shares were renamed and re-designated as Class T shares, which have no relation to, or connection with, Class T shares existing on January 23, 2017 (now known as Class V shares). Also effective March 27, 2017, shares held by Class I shareholders were exchanged for Class Y shares of the same Fund in a tax-free transaction with no impact on the fees and expenses paid by shareholders. Effective July 17, 2017, Class B shares and Class F shares (except those shares representing the Investment Manager's initial capital) automatically converted to Class A shares and Class E shares, respectively, and effective on August 4, 2017, all remaining Class B shares and Class F shares (the Investment Manager's initial capital) were redeemed. Effective November 1, 2017, Class R4 shares were renamed as Class Adv shares, Class R5 shares were renamed as Class Inst2 shares, Class Y shares were renamed as Class Inst3 shares, and Class Z shares were renamed as Class Inst shares. Effective March 9, 2018, shares held by Class K shareholders were exchanged for Class Adv shares of the same Fund in a tax-free transaction with no impact on the fees and expenses paid by shareholders.
Funds with Fiscal Period Ending January 31:
Except as otherwise indicated, the information below is as of April 30, 2017:
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

 

Funds with Fiscal Period Ending March 31:
Except as otherwise indicated, the information below is as of June 30, 2017:
Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
MM Growth Strategies Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
Class A
99.98% 100.00%
Class Z 100.00%
Pacific/Asia Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
Class A
34.28% N/A
  COLUMBIA MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
Class T
100.00% 83.65% (a)
  JPMCB NA AS CUST FOR THE SC529 PLAN
COLUMBIA MODERATE 529 PORTFOLIO
14201 N DALLAS PARKWAY
FL 13
DALLAS TX 75254-2916
Class Z
57.26% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
19.21% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
49.05% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
27.02% N/A
  MERRILL LYNCH PIERCE FENNER & SMITH
FOR THE SOLE BENEFIT OF IT CUSTOMER
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484
Class Z
31.45% N/A
  MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311
Class C
24.36% N/A
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class C
5.58% N/A
Class R4 44.63%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class A
25.05% N/A
Class C 10.65%
Class R4 50.93%
  STATE STREET BK & TR IRA
JACK C MASSEY
4370 OLIVE BRANCH RD
GREENWOOD IN 46143-9667
Class C
6.21% N/A
  STATE STREET BK & TR ROLLOVER IRA
SHERRIE S HARRIS
7234 SHELBYVILLE RD
INDIANAPOLIS IN 46259-9721
Class C
5.53% 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
6.33% N/A
Class C 18.92%
Statement of Additional Information – May 7, 2018 226

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
Select Large Cap Growth Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
Class A
10.67% N/A
Class C 8.18%
Class T 99.04%
Class Z 12.37%
  ASCENSUS TRUST COMPANY FBO
RELIANCE SOLUTIONS 401(K) SAVINGS P
PO BOX 10758
FARGO ND 58106-0758
Class R
20.71% 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 R5
5.69% N/A
  COLUMBIA THERMOSTAT FUND
ATTN STEVEN SWINHART
225 FRANKLIN ST FL 25
BOSTON MA 02110-2888
Class Y
9.46% 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
11.88% N/A
  EDWARD D JONES & CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER RD
SAINT LOUIS MO 63131-3729
Class Z
10.87% N/A
  FIIOC FBO
PBK ARCHITECTS INC 401K PROFIT
SHARING PLAN & TRUST
100 MAGELLAN WAY # KW1C
COVINGTON KY 41015-1987
Class R4
5.82% N/A
  GREAT-WEST TRUST COMPANY LLC TTEE F
RECORDKEEPING VARIOUS BENEFIT PL NY
C/O MUTUAL FUND TRADING
8525 E ORCHARD RD
GREENWOOD VLG CO 80111-5002
Class R
14.18% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
16.53% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
37.09% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
18.92% N/A
  JPMCB NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY
PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
5.32% N/A
  MERRILL LYNCH PIERCE FENNER & SMITH
FOR THE SOLE BENEFIT OF IT CUSTOMER
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484
Class A
5.47% N/A
Class C 14.89%
Class Z 34.31%
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%
Funds with Fiscal Period Ending April 30:
Except as otherwise indicated, the information below is as of July 31, 2017:
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

 

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
38.63% N/A
Class R5 7.89%
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class A
6.36% N/A
Class C 7.16%
Class R4 32.59%
Class R5 80.16%
  TAYNIK & CO
C/O INVESTORS BANK & TRUST CO
1200 CROWN COLONY DR CC10313
QUINCY MA 02169-0938
Class R4
59.18% N/A
  WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
Class C
10.22% N/A
Corporate Income Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
Class A
16.92% N/A
Class C 31.13%
Class T 98.04%
Class Z 23.88%
  BAND & CO C/O US BANK NA
1555 N RIVERCENTER DR STE 302
MILWAUKEE WI 53212-3958
Class Z
22.17% N/A
  CBNA AS CUSTODIAN FBO
JOHN B RYAN EES 401(K) PLAN & TRUS
6 RHOADS DR STE 7
UTICA NY 13502-6317
Class R5
5.10% 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
23.41% N/A
Class R5 37.48%
  COLUMBIA MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
Class B
100.00% 47.82% (a)
  EDWARD D JONES & CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER RD
SAINT LOUIS MO 63131-3729
Class A
7.11% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
5.16% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
CONSERVATIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
6.75% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
30.52% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE CONSERVATIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
10.88% N/A
Statement of Additional Information – May 7, 2018 229

 

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
23.34% N/A
  JPMCB NA CUST FOR
COLUMBIA INCOME BUILDER FUND
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
21.76% N/A
  JPMCB NA CUST FOR SC529 PLAN
COLUMBIA COLLEGE 529 PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Z
11.03% 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
6.66% N/A
Class C 8.81%
Class Z 28.77%
  MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311
Class C
5.79% N/A
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class C
10.37% N/A
Class R4 9.44%
Class R5 16.85%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class C
10.20% N/A
Class R4 40.61%
Class R5 27.31%
  TAYNIK & CO
C/O INVESTORS BANK & TRUST CO
1200 CROWN COLONY DR CC10313
QUINCY MA 02169-0938
Class R4
48.08% N/A
  TD AMERITRADE INC FBO
OUR CUSTOMERS
PO BOX 2226
OMAHA NE 68103-2226
Class R5
7.62% N/A
  UBS WM USA
SPEC CDY A/C EXCL BEN CUST
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
Class C
5.56% N/A
  WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
Class A
5.17% N/A
Class C 6.56%
MM Directional Alternative Strategies Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
Class A
98.85% 100.00%
Class Z 100.00%
Multi-Asset Income Fund CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
Class A
32.91% N/A
  COLUMBIA MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
Class R5
75.56% 96.15% (a)
Class T 100.00%
Statement of Additional Information – May 7, 2018 230

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
  JAMES C CHERON
PATRICIA B CHERON
4608 REBECCA BLVD
METAIRIE LA 70003-7624
Class Z
7.07% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
11.00% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
CONSERVATIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
6.66% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
38.15% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE CONSERVATIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
14.75% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
28.14% N/A
  LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class A
13.73% N/A
Class C 16.32%
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class A
9.22% N/A
Class C 5.43%
Class R4 65.92%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class A
23.13% N/A
Class C 20.54%
Class R4 29.72%
Class R5 24.44%
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
HOUSE
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class A
9.13% N/A
Class C 48.71%
Class Z 9.88%
  STATE STREET BK & TR IRA
DOUGLAS A HACKER
18172 LAGOS WAY
NAPLES FL 34110-2762
Class Z
53.73% N/A
  STATE STREET BK & TR IRA
JEFFREY L KNIGHT
15 SYLVAN LN
WESTON MA 02493-1027
Class Z
23.58% N/A
  STATE STREET BK & TR IRA
JOHN D HARRIS
13410 CASTLECOMBE DR
HOUSTON TX 77044-4951
Class A
9.25% N/A
Small Cap Value Fund I AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
Class A
7.44% N/A
Class C 9.63%
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

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
  SHAPIRO BUCHMAN PROVINE BROTHERS TT
BUCHMAN PROVINE BROS AND SMITH LLP
C/O FASCORE LLC
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
Class R
6.59% N/A
  TIAA FSB CUST/TTEE FBO
RETIREMENT PLANS FOR WHICH
TIAA ACTS AS RECORDKEEPER
ATTN TRUST OPERATIONS
211 N BROADWAY STE 1000
SAINT LOUIS MO 63102-2748
Class R5
35.27% N/A
Class Z 15.35%
  WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
Class A
5.29% N/A
Class C 13.97%
Total Return Bond Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
Class A
83.76% 35.30%
Class C 42.95%
Class T 99.80%
Class Z 13.99%
  ASCENSUS TRUST COMPANY FBO
PO BOX 10758
FARGO ND 58106-0758
Class R
17.66% N/A
  CAPITAL BANK & TRUST CO TRUSTEE FBO
C/O FASCORE LLC
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
Class R
18.22% N/A
Class R5 18.05%
  CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
Class R4
39.01% N/A
Class R5 11.86%
Class Z 8.23%
  CHRISTINA PFLEIDER & TOM PFLEIDER T
FBO META DYNAMIC INC 401K PSP
C/O FASCORE LLC
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
Class R
8.87% 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)
  COLUMBIA THERMOSTAT FUND
ATTN STEVEN SWINHART
225 FRANKLIN ST FL 25
BOSTON MA 02110-2888
Class Y
36.39% N/A
  FIIOC FBO
100 MAGELLAN WAY (KW1C)
COVINGTON KY 41015-1987
Class R4
26.23% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE CONSERVATIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
7.45% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
46.65% N/A
  JPMCB NA CUST FOR SC529 PLAN
COLUMBIA COLLEGE 529 PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Z
18.68% N/A
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%)
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
19.42% N/A
  JPMCB NA CUST FOR SC529 PLAN
COLUMBIA COLLEGE 529 PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Z
60.56% N/A
  LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class C
5.13% 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
48.89% N/A
Class R5 86.29%
Class Z 10.58%
  MID ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525
PITTSBURGH PA 15222-4228
Class A
5.16% N/A
  MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311
Class C
6.58% N/A
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class C
5.33% N/A
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
HOUSE
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class C
18.22% N/A
  UBS WM USA
SPEC CDY A/C EXCL BEN CUST
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
Class C
8.37% N/A
  WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
Class C
10.62% N/A
Funds with Fiscal Period Ending May 31:
Except as otherwise indicated, the information below is as of August 31, 2017:
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

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
  COLUMBIA MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
Class K
100.00% N/A (a)
Class Y 100.00%
  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
6.18% N/A
  MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311
Class A
7.68% N/A
Class C 7.45%
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class A
6.14% N/A
Class R 94.70%
Class R4 23.52%
Class R5 39.03%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class R4
44.68% N/A
  TD AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS
PO BOX 2226
OMAHA NE 68103-2226
Class R5
31.37% N/A
Alternative Beta Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
Class A
95.38% 96.01%
Class C 86.89%
Class T 98.54%
Class Z 99.86%
  CHARLES SCHWAB & CO INC
CUST A/C FOR THE EXCLUSIVE BENEFIT
ATTENTION MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
Class R5
78.12% N/A
  COLUMBIA MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
Class R
100.00% N/A (a)
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
19.99% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
CONSERVATIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
19.99% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE AGGRESSIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
19.99% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE CONSERVATIVE PORTFOLIO
14201 N DALLAS PKWY FL 13
DALLAS TX 75254-2916
Class Y
19.99% N/A
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%
Funds with Fiscal Period Ending July 31:
Except as otherwise indicated, the information below is as of September 30, 2017:
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%)
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class A 10.20% N/A
Class Inst2 92.63%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class Inst2 6.46% N/A
  UBS WM USA
SPEC CDY A/C EXCL BEN
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
Class A 8.39% N/A
Class C 11.79%
  WELLS FARGO BANK FBO
1525 W W T HARRIS BLVD
CHARLOTTE NC 28262-8522
Class Inst 5.61% N/A
Ultra Short Term Bond Fund JPMCB NA AS CUSTODIAN FOR THE SC529
PLAN COLUMBIA CONSERVATIVE 529 PORT
4 CHASE METROTECH CENTER 3RD FLOOR
BROOKLYN NY 11245-0003
Shares 9.97% 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
Shares 89.71% 89.71%
Funds with Fiscal Period Ending August 31:
Except as otherwise indicated, the information below is as of November 30, 2017:
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

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
  JPMCB NA AS CUSTODIAN FOR THE SC529
PLAN COLUMBIA CONSERVATIVE 529 PORT
4 CHASE METROTECH CENTER 3RD FLOOR
BROOKLYN NY 11245-0003
Class Inst 5.87% N/A
  JPMCB NA CUST FOR
COLUMBIA CAPITAL ALLOCATION
MODERATE AGGRESSIVE PORTFOLIO
4 CHASE METROTECH CENTER 3RD FLOOR
BROOKLYN NY 11245-0003
Class Inst3 7.03% N/A
  LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class C 5.25% N/A
Class Inst 7.83%
  MASSACHUSETTS MUTUAL LIFE INS CO
1295 STATE ST MIP M200-INVST
SPRINGFIELD MA 01111-0001
Class R 7.69% 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 7.71% N/A
Class C 8.10%
Class Inst 7.10%
Class Inst3 38.68%
Class R 19.75%
Class V 28.35%
  MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311
Class C 10.35% N/A
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class A 10.37% N/A
Class Adv 47.64%
Class C 8.13%
Class Inst 9.56%
Class Inst2 45.32%
Class Inst3 18.88%
  NATIONWIDE TRUST COMPANY FSB
FBO PARTICIPATING RETIREMENT PLANS
NTC-PLNS
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
Class Inst2 16.45% N/A
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class Adv 20.15% N/A
Class C 7.76%
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class C 7.55% N/A
Class Inst 5.67%
  SAMMONS FINANCIAL NETWORK LLC
4546 CORPORATE DR STE 100
WEST DES MOINES IA 50266-5911
Class R 35.75% N/A
  STANDARD INSURANCE COMPANY
1100 SW 6TH AVE
PORTLAND OR 97204-1093
Class Adv 6.17% N/A
  STIFEL NICOLAUS & CO INC
EXCLUSIVE BENEFIT OF CUSTOMERS
501 N BROADWAY
SAINT LOUIS MO 63102-2188
Class C 6.09% N/A
  WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
Class C 10.72% N/A
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

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class C 15.35% 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 6.83% N/A
Class K 53.89%
Global Dividend Opportunity Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE
MINNEAPOLIS MN 55402-2405
Class A 5.34% N/A
Class C 12.65%
  CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO
CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
Class A 9.21% N/A
Class C 8.83%
Class Inst 6.99%
  COLUMBIA MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
Class T 100.00% N/A (a)
  FIIOC FBO
100 MAGELLAN WAY (KW1C)
COVINGTON KY 41015-1987
Class Adv 75.78% N/A
Class R 5.43%
  JPMCB NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY
PORTFOLIO
4 CHASE METROTECH CENTER 3RD FLOOR
BROOKLYN NY 11245-0003
Class Inst3 61.02% N/A
  JPMCB NA CUST FOR
COLUMBIA INCOME BUILDER FUND
4 CHASE METROTECH CENTER 3RD FLOOR
BROOKLYN NY 11245-0003
Class Inst3 36.82% N/A
  LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class C 10.39% 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 6.99% N/A
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class A 7.79% N/A
Class Adv 8.26%
Class C 5.49%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class A 6.89% N/A
Class C 5.74%
Class Inst2 30.02%
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class C 7.52% N/A
  RELIANCE TRUST COMPANY FBO
PO BOX 48529
ATLANTA GA 30362-1529
Class R 85.93% N/A
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

 

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 Inst 13.87% N/A
Class Inst2 49.48%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class Adv 85.45% N/A
Class C 9.20%
Class K 58.67%
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class C 18.62% N/A
  STATE STREET BANK
FBO
1 LINCOLN ST
BOSTON MA 02111-2901
Class R 14.52% N/A
  TD AMERITRADE TRUST COMPANY
ATTN HOUSE
PO BOX 17748
DENVER CO 80217-0748
Class Inst2 5.32% 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 9.12% N/A
Class Inst 5.74%
Global Technology Growth Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE
MINNEAPOLIS MN 55402-2405
Class A 12.39% N/A
Class C 15.49%
Class Inst 20.69%
  CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO
CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
Class A 19.86% N/A
Class C 7.48%
Class Inst2 14.22%
  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 Inst3 9.07% N/A
  FIIOC FBO
100 MAGELLAN WAY (KW1C)
COVINGTON KY 41015-1987
Class Adv 7.81% N/A
Class Inst2 8.16%
Class Inst3 5.37%
  GREAT-WEST TRUST COMPANY LLC TTEE F
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
Class Inst2 6.93% N/A
  JPMCB NA CUST FOR
COLUMBIA GLOBAL STRATEGIC EQUITY
PORTFOLIO
4 CHASE METROTECH CENTER 3RD FLOOR
BROOKLYN NY 11245-0003
Class Inst3 76.10% N/A
  LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class A 7.20% N/A
Class Inst 16.89%
  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 7.72% N/A
Class C 16.36%
Class Inst 30.79%
Statement of Additional Information – May 7, 2018 250

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
  MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311
Class C 12.90% N/A
Class Inst 5.67%
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class A 12.05% N/A
Class Adv 25.81%
Class Inst2 13.55%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class A 10.10% N/A
Class Adv 45.51%
Class C 8.47%
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class C 6.23% N/A
  STATE STREET BANK
FBO
1 LINCOLN ST
BOSTON MA 02111-2901
Class Adv 5.82% N/A
  T ROWE PRICE TRUST CO TTEE
FBO RETIREMENT PLAN CLIENTS
PO BOX 17215
BALTIMORE MD 21297-1215
Class Inst2 13.26% N/A
  TD AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS
PO BOX 2226
OMAHA NE 68103-2226
Class Inst2 8.42% N/A
  WELLS FARGO BANK FBO
1525 W W T HARRIS BLVD
CHARLOTTE NC 28262-8522
Class Inst2 6.17% 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 13.59%
Greater China Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE
MINNEAPOLIS MN 55402-2405
Class C 7.15% N/A
Class Inst 5.43%
  CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO
CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
Class A 10.16% N/A
Class C 6.56%
Class Inst 9.11%
Class Inst2 5.42%
  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 10.41% N/A
  GREAT-WEST TRUST COMPANY LLC TTEE F
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
Class Inst2 9.45% N/A
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

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
  DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH ST
DES MOINES IA 50392-0001
Class R 10.35% N/A
  GREAT-WEST TRUST COMPANY LLC TTEE F
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
Class Inst2 5.78% N/A
  KEITH B ROSE FBO
ROSE LAW FIRM PLLC 401K PSP
& TRUST
501 NEW KARNER RD
ALBANY NY 12205-3874
Class K 13.20% N/A
  MATRIX TRUST COMPANY
717 17TH ST STE 1300
DENVER CO 80202-3304
Class K 12.92% N/A
Class R 10.80%
  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 14.99% N/A
Class Inst3 88.63%
Class R 47.55%
Class V 13.40%
  MID ATLANTIC TRUST COMPANY FBO
1251 WATERFRONT PL STE 525
PITTSBURGH PA 15222-4228
Class R 5.77% N/A
  MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311
Class C 8.80% N/A
  NATIONAL FINANCIAL SERVICES LLC
FEBO CUSTOMERS
MUTUAL FUNDS
200 LIBERTY STREET 1WFC
NEW YORK NY 10281-1003
Class Inst 15.15% N/A
Class Inst2 49.42%
Class Inst3 6.17%
Class V 7.39%
  PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
Class Adv 5.62% N/A
Class C 9.22%
Class K 41.69%
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class C 7.38% N/A
  RELIANCE TRUST COMPANY FBO
PO BOX 48529
ATLANTA GA 30362-1529
Class Inst2 9.06% N/A
  WELLS FARGO BANK FBO
1525 W W T HARRIS BLVD
CHARLOTTE NC 28262-8522
Class Adv 72.86% 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 11.48% N/A
MM Alternative Strategies Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE
MINNEAPOLIS MN 55402-2405
Class A 99.88% 100.00%
Class Inst 100.00%
MM Small Cap Equity Strategies Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE
MINNEAPOLIS MN 55402-2405
Class A 99.94% 100.00%
Class Inst 100.00%
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

 

Fund Shareholder Name and Address Share Class Percentage
of Class
Percentage of Fund
(if greater than 25%)
  RAYMOND JAMES
FBO OMNIBUS FOR MUTUAL FUNDS
ATTN: COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
Class C 6.52% N/A
  RELIANCE TRUST COMPANY FBO
PO BOX 48529
ATLANTA GA 30362-1529
Class R 62.56% N/A
  TD AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS
PO BOX 2226
OMAHA NE 68103-2226
Class Inst2 10.71% N/A
  VANGUARD FDUCIARY TRUST CO
PO BOX 2600 VM 613
ATTN: OUTSIDE FUNDS
VALLEY FORGE PA 19482-2600
Class Inst 5.55% N/A
Class Inst3 18.39%
  WELLS FARGO BANK FBO
1525 W W T HARRIS BLVD
CHARLOTTE NC 28262-8522
Class Inst2 83.76% 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 15.17% N/A
Class K 11.89%
Strategic Income Fund AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE
MINNEAPOLIS MN 55402-2405
Class A 44.56% 37.22%
Class C 37.21%
Class Inst 41.41%
  ASCENSUS TRUST COMPANY FBO
PO BOX 10758
FARGO ND 58106-0758
Class R 10.06% N/A
  CAPITAL BANK & TRUST COMPANY TTEE F
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
Class R 9.26% N/A
  CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO
CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
Class A 7.43% N/A
Class Inst2 51.00%
Class Inst3 10.55%
  COLUMBIA MGMT INVESTMENT ADVSR LLC
ATTN KATRINA MACBAIN
50807 AMERIPRISE FINANCIAL CTR
MINNEAPOLIS MN 55474-0508
Class K 11.68% N/A (a)
Class T 100.00%
  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 19.25% N/A
  EDWARD D JONES & CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER RD
SAINT LOUIS MO 63131-3729
Class Inst3 24.67% N/A
  FIIOC FBO
100 MAGELLAN WAY (KW1C)
COVINGTON KY 41015-1987
Class R 6.72% N/A
  LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class Inst 7.53% N/A
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%
Funds with Fiscal Period Ending October 31:
Except as otherwise indicated, the information below is as of January 31, 2018:
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%
Funds with Fiscal Period Ending December 31:
Except as otherwise indicated, the information below is as of March 31, 2018:
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.
American Enterprise Investment Services Inc., a Minnesota corporation, is a subsidiary of Ameriprise Financial, Inc.
Bank of America, N.A., a national banking association organized under the laws of the United States, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation, are subsidiaries of Bank of America Corporation.
Hartford Life Insurance Company is a Connecticut Corporation. Hartford Life Insurance Company is a wholly-owned subsidiary of The Hartford Financial Services Group, Inc.
The Investment Manager, a Minnesota limited liability company, is a subsidiary of Ameriprise Financial, Inc. Other Columbia Funds managed by the Investment Manager may hold more than 25% of a Fund.
Statement of Additional Information – May 7, 2018 262

 

INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS
Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make quarterly (10-Q), annual (10-K) and, as necessary, 8-K filings with the SEC on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov.
There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased Fund redemptions, reduced sale of Fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS OR IN THIS STATEMENT OF ADDITIONAL INFORMATION, WHICH THE PROSPECTUS INCORPORATES BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR PRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST(S). THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFERING BY THE TRUST(S) IN ANY JURISDICTION IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.
Statement of Additional Information – May 7, 2018 263

 

APPENDIX A — DESCRIPTION OF RATINGS
The ratings of S&P, Moody’s and Fitch represent their opinions as to quality. These ratings are not absolute standards of quality and are not recommendations to purchase, sell or hold a security. Issuers and issues are subject to risks that are not evaluated by the rating agencies. When a security is not rated by one of these agencies, it is designated as Not Rated. Securities designated as Not Rated do not necessarily indicate low credit quality, and for such securities the Investment Manager evaluates the credit quality.
S&P’s Debt Ratings
Long-Term Issue Credit Ratings
An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.
An obligation rated 'C' is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.
‘NR’ indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.
Short-Term Issue Credit Ratings
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days – including commercial paper.
A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
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A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.
A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.
Municipal Short-Term Note Ratings
SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 Speculative capacity to pay principal and interest.
Moody’s Long-Term Debt Ratings
Global Long-Term Rating Scale
Aaa – Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa – Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A – Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa – Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba – Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B – Obligations rated B are considered speculative and are subject to high credit risk.
Caa – Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca – Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C – Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Global Short-Term Rating Scale
Issuers (or supporting institutions) rated Prime-1 (P-1) have a superior ability to repay short-term debt obligations.
Issuers (or supporting institutions) rated Prime-2 (P-2) have a strong ability to repay short-term debt obligations.
Issuers (or supporting institutions) rated Prime-3 (P-3) have an acceptable ability to repay short-term obligations.
Issuers (or supporting institutions) rated Not Prime (NP) do not fall within any of the Prime rating categories.
US Municipal Short-Term Debt and Demand Obligation Ratings
While the global short-term ‘prime’ rating scale is applied to U.S. municipal tax-exempt commercial paper, these programs are typically backed by external letters of credit or liquidity facilities and their short-term prime ratings usually map to the long-term rating of the enhancing bank or financial institution and not to the municipality’s rating. Other short-term municipal obligations, which generally have different funding sources for repayment, are rated using two additional short-term rating scales ( i.e. , the MIG and VMIG scales discussed below).
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The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer’s long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels — MIG 1 through MIG 3 — while speculative grade short-term obligations are designated SG.
The MIG 1 designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
The MIG 2 designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
The MIG 3 designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
The SG designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned: a long or short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of risk associated with the ability to receive purchase price upon demand (“demand feature”). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale. The rating transitions on the VMIG scale, as shown in the diagram below, differ from those on the Prime scale to reflect the risk that external liquidity support generally will terminate if the issuer’s long-term rating drops below investment grade.
The VMIG 1 designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
The VMIG 2 designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
The VMIG 3 designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
The SG designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Fitch’s Ratings
Corporate Finance Obligations – Long-Term Rating Scales
AAA: Highest credit quality.
‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality.
‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High credit quality.
‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good credit quality.
‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB: Speculative.
‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
B: Highly speculative.
‘B’ ratings indicate that material credit risk is present.
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CCC: Substantial credit risk.
‘CCC’ ratings indicate that substantial credit risk is present.
CC: Very high levels of credit risk.
‘CC’ ratings indicate very high levels of credit risk.
C: Exceptionally high levels of credit risk.
‘C’ indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned ‘RD’ or ‘D’ ratings, but are instead rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Short-Term Ratings Assigned to Issuers or Obligations in Corporate, Public and Structured Finance
F1: Highest short-term credit quality.
Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2: Good short-term credit quality.
Good intrinsic capacity for timely payment of financial commitments.
F3: Fair short-term credit quality.
The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative short-term credit quality.
Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C: High short-term default risk.
Default is a real possibility.
RD: Restricted default.
Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D: Default.
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
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APPENDIX B — CORPORATE GOVERNANCE AND PROXY VOTING PRINCIPLES
As active investors, well informed investment research and stewardship of our clients’ investments are important aspects of our responsible investment activities. Our approach to this is framed in the relevant Responsible Investment Policies we maintain and publish. These policy documents provide an overview of our approach in practice (e.g., around the integration of environmental, social and governance (ESG) and sustainability research and analysis).
As part of this, acting as shareholders of a company, we are charged with responsibility for exercising the voting rights associated with that share ownership. Unless clients decide otherwise, that forms part of the stewardship duty we owe our clients in managing their assets. Subject to practical limitations, we therefore aim to exercise all voting rights for which we are responsible, although exceptions do nevertheless arise (for example, due to technical or administrative issues, including those related to Powers of Attorney, share blocking, related option rights or the presence of other exceptional or market-specific issues). This provides us with the opportunity to use those voting rights to express our preferences on relevant aspects of the business of a company, to highlight concerns to the board, to promote good practice and, when appropriate, to exercise related rights. In doing so we have an obligation to ensure that we do that in the best interests of our clients and in keeping with the mandate we have from them.
Corporate governance has particular importance to us in this context, which reflects our view that well governed companies are better positioned to manage the risks and challenges inherent in business, capture opportunities that help deliver sustainable growth and returns for our clients. Governance is a term used to describe the arrangements and practices that frame how directors of a company organize and operate in leading and directing a business on behalf of the shareholders of the company. Such arrangements and practices give effect to the mechanisms through which companies facilitate the exercise of shareholders’ rights and define the extent to which these are equitable for all shareholders.
We recognize that companies are not homogeneous and some variation in governance structures and practice is to be expected. In formulating our approach, we are also mindful of best practice standards and codes that help frame good practice, including international frameworks and investment industry guidance. While we are mindful of company and industry specific issues, as well as normal market practice, in considering the approach and proposals of a company we are guided solely by the best interests of our clients and will consider any issues and related disclosures or explanations in that context.
This document sets out our views on key issues and the broad principles that help shape our approach.
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Corporate Governance and Proxy Voting Principles
Shareholder Rights
The shareholder membership of listed companies is generally made up (directly or indirectly) of diverse individuals and institutions whose views, interests, goals and time horizons can vary considerably. Nevertheless, as shareholders, having confidence that the capital we commit to a company will be protected from misuse (e.g. from any potential agency conflicts) and will be prudently managed is important to us, our clients, and as a factor in the development and proper functioning of capital markets.
It is not the role of shareholders to micro manage businesses, rather it is the role and duty of directors to promote the long-term success of their company as noted in the next section. Nevertheless, by virtue of their share-ownership interest and position, shareholders are afforded certain rights to ensure, amongst other things, that appropriate leadership of the business is in place (e.g. through the appointment of the directors), review their performance (e.g. through receipt of the annual report & accounts, updates and general meetings), approve the broad parameters of the company’s authorities (e.g. in agreeing capital authorities), or indeed to exercise other rights afforded to shareholders (e.g. to requisition matters for consideration at General meetings).
Shareholder rights, framed in law, regulation and a company’s formational documents (i.e., bylaws or articles of association), are an important and integral part of corporate governance frameworks and the context in which we retain confidence in committing capital to businesses, to support their growth, development and success. This is particularly true in terms of ensuring that minority shareholders’ rights and interests will be respected. Arrangements or actions that detract from these rights and interest (including control distortions) need to be avoided.
While the precise nature and scope of shareholder rights vary across jurisdictions and many related aspects of our expectations are touched upon in other parts of these Principles, a number merit direct mention in this context:
Equal treatment of all shareholders
One share one vote: Ordinary or common shares should feature one vote for each share and discriminatory voting rights or equivalent arrangements are neither appropriate nor welcome. Companies need to disclose sufficient information about the key attributes of all of the group’s capital structure (including minority interests in subsidiaries) to enable a proper understanding of the structures in place and their implications.
Controlling shareholder agreements: where a company has a controlling shareholder (whether by virtue of the control of voting rights or through board representation) it should put an agreement in place to safeguard the independence of the company and ability of the board to fulfill its duties to the shareholders as a whole.
Shareholder approvals
Boards should ensure that shareholders have the ability and right to:
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
that shareholder rights are not circumvented through, for example, the introduction or maintenance of limitations in the company’s formational documents.
Shareholder engagement
Boards should ensure that:
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.
As an institutional shareholder, stewardship is about more than just voting and include monitoring and reviews of companies’ activities and developments. Where appropriate it may also include engagement with companies on matters such as strategy, performance, risk, capital structure, standards of operational practice, including environmental, social and governance factors. Our broad approach to these stewardship responsibilities and activities are set out in our Global Stewardship Statement.
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The Board
Strong corporate governance starts with a balanced, effective, and independent board. The directors are collectively responsible for the long-term success and ongoing evolution in the leadership of the company, within a framework of prudent and effective oversight, policies and controls.
The board is thus responsible for providing leadership to the business, setting and monitoring the strategy, overseeing its management and implementation, as well as for ensuring that a culture of integrity and strong standards is maintained across all activities and operations. Not least this should enable business opportunities and risk to be assessed and responded to appropriately.
Boards need to have appropriate independent membership and an effective balance and diversity (re: skills, knowledge, experience, gender, approach and perspectives) that complements the strategy, operations and footprint of the business. For non-executive (supervisory) directors (NEDs), the ability to provide objective input and scrutiny, on behalf of the shareholders, is essential in ensuring diversity of thought and integrity in board deliberations. In this context, the importance of true independence of thought is critical. NEDs need to be reflective and thoughtful in their approach, being able to ask challenging, often difficult questions, while offering considered and constructive input to board discussions, based on sound judgement. The same holds true in terms of board committee membership. Suitably independent committees are one important mechanism for non-executive/supervisory directors to achieve this, whether that is in respect of risk, audit, succession or remuneration, so as to enable them to participate effectively as part of the board and in their role as directors of the business.
As part of this dynamic, well considered succession planning, orientation, on-going briefings, updates and annual evaluations (that make regular use of external facilitation) of the board, its sub-committees and members are essential.
All directors should be able to allocate sufficient time to the company to discharge their responsibilities fully and effectively and have an appropriate knowledge of the business and access to its operations and staff. Given the important role and duties of a board member, it is important that directors are not over-boarded and can maintain consistent participation at all their board and committee meetings and their wider engagement with the companies they lead.
All directors should be subject to annual election. However, in markets where that is not normal or best practice, we expect all directors to be subject to re-election in line with local market best practice, but in any case, at least every 4 years. At the same time, arrangements that might entrench boards or management, or otherwise insulate them from accountability, should be avoided.
Given their role and duties, directors should also ensure that they are well informed about the views and/or concerns of shareholders, as well as understanding the dynamic around their broader stakeholders (including bondholders, pension fund trustees, employees, customers, suppliers and the communities they operate in).
Chair of the Board
The Board Chair has a crucial function in providing leadership in the boardroom, setting the right context in terms of the board’s overall responsibility for the oversight of the business and its strategy. It is the Board Chair’s role to manage the board agenda and the provision of information to directors, as well as to ensure open boardroom discussion that enables the directors to have effective dialogue and provide the constructive challenge that a company needs. This role is distinct from the role of a chief executive officer who leads the day-to-day running of the business and implementation of the strategy.
We expect the Board Chair (or lead/senior independent director) to ensure that the board is aware of the views and considers concerns raised by shareholders, whether through ongoing dialogue and engagement with shareholders or where notable dissent has been indicated through shareholder voting.
We recognise that in some markets the combination of roles is not uncommon, nevertheless we regard the separation of the roles of the Board Chair and the CEO to be a matter of good practice and governance. In light of experience, we consider that this separation encourages collegial decision-making on matters of importance for a public company, and a balanced board, and it also mitigates potential conflicts of interest. Not least it also helps mitigate against the risk of a concentration of decision making powers in the hands of a single individual. Separation is deemed to improve the board’s capacity for independent decision making and increases accountability.
The Chair of the Board’s role should be complemented by an independent non-executive director appointed as the senior or lead independent director, who can provide a sounding board for the chairman and serve as a deputy and intermediary for the other directors and, indeed, shareholders when necessary.
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Capital Management
Prudent capital management is a key building block for the long-term success of a business, supporting the strategy and ensuring its ability to weather adverse economic conditions. Clarity on financial capital, disciplines and how they relate to the strategy for growth, capital investment and M&A, or to share buybacks, dividends and/or other distributions, is a critical ingredient in building a shared understanding of the business with shareholders and other providers of capital.
From a shareholder perspective the rationale for and potential dilution from equity capital issuances and, for example, the risks of poorly timed or structured share buybacks are important considerations in granting capital authorities at shareholder meetings. These activities can have significant implications and need to be approached by boards and management with care and consideration for shareholder interests.
In seeking shareholder approval for equity capital issuance authorities, companies should ensure the rationale for policy on, and approach to, the use of such authorities is disclosed. Routine disapplication of pre-emption rights (pro-rata rights of first refusal) should not exceed 10% (or lower where that is market practice) and authorities should be structured in line with best practice.
Similarly, prudent management of debt through the cycle is important. Boards should ensure they monitor and oversee the maintenance of prudent levels of debt (e.g. average net-debt not just the year-end position) and leverage in the business and balance sheet, which should extend to contingent and off-balance sheet liabilities. They should also ensure that sudden spikes in leverage can be explained in the context of the broader long-term business strategy. Large, unexplained or unjustified authorities to issue debt, or to increase or remove debt limits set out in a company’s formational documents, can raise potentially significant concerns for both long-term shareholders and bondholders, which the board needs to be mindful of. Taking on debt solely to fund buybacks and/or hit ‘per-share’ targets such as EPS established under short-term variable remuneration schemes is neither good practice nor welcome.
Any exceptional cases should be supported by a substantive justification and explained properly to shareholders.
Major Transactions
Mergers, acquisitions, joint ventures and disposals are a regular feature of business and the capital markets. In many cases these are a normal part of the management and development of a business and the implementation of its strategy. However, large, inappropriate or poorly executed transactions can also lead to operational issues, significant write-downs and shareholder value destruction.
Boards should be actively involved in the planning for and assessment of potential transactions, ensuring that an appropriately disciplined approach (to both acquisitions and disposals) is maintained that is clearly aligned with the strategy. Ensuring appropriate and effective oversight of such activity is critical and monitoring the integration and subsequent performance against plan and related objectives (including synergies) is an important role of the board.
Where major transactions are not subject to shareholder approval, companies should consider the views of their major shareholders, subject to regulatory constraints and shareholders’ policies on being made ‘insiders’.
Related Party Transactions
The scope for conflicts and abuse in related party transactions in any market is a potentially significant issue. Such concerns can arise in relation to individual transactions or from the number, nature or pattern of them. Alongside appropriate procedures to identify and manage conflicts of interest, boards should have a robust, independent process for reviewing, approving and monitoring related party transactions (both individual transactions and in aggregate).
A committee of independent directors, with the ability to take independent advice, should review related party transactions, their nature and their incidence or aggregate levels, to determine whether they are necessary, appropriate and in the best interests of the company and, if so, agree what terms are fair for other shareholders. All related party transactions should be reported to the board and be subject to approval. The company should also disclose transactions that are significant, whether by virtue of their materiality to the business, the individuals involved or given the risk of perceived conflicts of interest, along with the rationale for allowing them.
Where a related party transaction is allowed to proceed it must be:
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.
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Tax Management
Tax management, approached prudently and legally, is part of the responsible management of a company’s affairs. Artificial or ‘aggressive’ tax strategies and constructs create imprudent risks for a company. They can pose potentially significant reputation and commercial risks for those that are, or are perceived to be, pushing the boundaries of tax practice by, for example, exploiting loopholes and tax havens to avoid paying tax. The same reputation risks hold in respect of the directors of companies involved in such practices and the perception of the culture and attitudes it evidences. This applies equally to the use of tax avoidance structures in executive compensation arrangements, as it does at a corporate level.
From an investor perspective, tax management offers an insight into the culture predominant in a company and the attitudes and risk appetite of the management and directors. It also offers an additional indicator on the quality of earnings, risk and potential liabilities of a business, which can be relevant in terms of valuation and the investment quality of a business.
We expect the board to take a responsible approach to overseeing a company’s approach to and policy on tax and the related risks, to ensure that the company’s approach is and remains prudent and sustainable. The risks arising from engineered tax optimization practices should be understood and avoided; those arising from policy reforms (e.g. those being coordinated by the Organisation for Economic Co-Operation and Development (OECD) and other authorities) should be properly mitigated. The board should regularly review the business’s tax policy, its implementation and the related risks, as well as in response to significant events that may affect it. A summary of the tax policy and related codes of conduct should be published by companies, highlighting the approach to managing the associated risks.
In terms of changes in tax domicile or re-incorporation, while economic benefit may be gained, there should be no diminution of shareholders rights as a result of the changes, nor triggering of variable compensation as a result of the associated technical, legal or structural changes required.
Annual Report and Accounts
Annual reports and accounts are a key reference document for shareholders and the providers of a company’s long-term capital. They should provide a summary account of the board’s stewardship of the business that year (as opposed say to being designed or prepared for a secondary market context i.e. decision usefulness), whilst setting a direction of travel for the future.
In the annual report, the board should present a fair, balanced and understandable assessment of the company’s strategy, business plan, objectives, KPIs, capital and assets, operations, risks, challenges, performance and prospects in its annual report. This should include how the business’ approach is adapting to major trends (e.g. from technology, climate change or demographics etc) that could have a material impact on the business and the related risks and opportunities it sees and how they affect the sustainability of the business and its long-term prospects.
The annual financial statements (accounts) need to be prepared on a prudent basis and present a true and fair view of the state of affairs of the business, its assets, liabilities, financial position and distributable profit or the loss. Boards should ensure that aggressive accounting practices are avoided and recognise that headline compliance with accounting standards, where significant judgement and discretion can be used, is unlikely of itself to effectively provide comfort that a ‘true & fair view’ is being maintained. Boards should ensure company practice does not fall into the trap of accounting form over substance.
The annual report and accounts are a reflection of the quality and prudence of management and the board of directors. Managements should strive for perfection in delivering these important documents. Errors and omissions may ultimately factor in our view toward the constitution and effectiveness of management and the board.
While recognizing the differences that exist in market norms and dynamics, we expect companies to plan for and look to the long-term in their reporting. The board should ensure that the company does not become fixated on quarterly numbers at the expense of investment for the long-term.
External Audit
The statutory audit is a significant and important shareholder and creditor protection mechanism, to which we attach considerable importance. Its purpose is to protect the company itself from errors, omissions or, potentially, wrongdoing, as well as to signal any issues to shareholders to enable them to engage with the directors, not least through the general meeting.
Companies should, therefore, ensure that the relationship with the auditor is clearly owned and overseen by the Audit Committee and that they maintain a robust, independent and effective audit and that the auditors are and are seen to be independent. As part of this, companies should have a clear policy on the approach to and timeframes for re-tendering the audit contract.
Non-audit work should be kept to a minimum, require prior audit committee approval and largely be restricted to audit related work. Audit committees should also oversee any work undertaken by other audit firms to ensure that the company’s options and choice of alternative auditors is not compromised by potential conflicts.
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Internal Audit and Risk Committees
Companies need to maintain an effective system of internal control, which should be measured against internationally accepted standards of internal audit and tested periodically for its adequacy.
Companies are encouraged to have an internal audit function that supports the board and executives in the oversight and management of risks. We expect financial institutions to maintain a separate risk committee and support this practice, where appropriate, in other companies.
Compensation/Remuneration
Executive pay has been a persistent area of concern and controversy over the years. Given the problems around executive pay inflation, widening pay differentials, questions about the linkage with performance and perceived rewards for failure, and complexity, compensation (remuneration) committees need to ensure a prudent approach is maintained.
We expect a substantial proportion of executive pay to be performance based, vesting according to the achievement of stretching performance metrics that are clearly aligned with the company’s strategy, management’s value creation and the experience of its shareholders. In terms of pay and overall employee costs, we will have particular regard to the relative levels of pay compared to the performance of the business, distributions to shareholders.
Across a company’s pay arrangements, structural or technical provisions that can weaken or undermine the principle of pay for performance, need to be avoided. Similarly, we are generally supportive of local market best practices that enhance the alignment of pay and performance, such as retention and deferral arrangements, malus/clawback, reasonable all-employee share schemes etc. Consideration should also be given to the emerging disclosures required around pay ratios and the ramifications for the companies in which we invest.
Broadly speaking, compensation (remuneration) committees should look to ensure that their company’s pay arrangements are:
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.
Where a company consults with its shareholders on its executive pay arrangements, the compensation (remuneration) committee chair should take ownership and lead that process, ensuring proper two-way dialogue, as deference to consultants undermines credibility. That said, pay is only one aspect of the dialogue we need to have or prioritise with companies. As a result, we would note that, generally, we only look to participate directly in such consultations where we are a significant shareholder.
Environmental, Social and Governance (ESG) Practices
Broader ESG practices provide shareholders with an additional lens into the quality, leadership, strategic focus and operational standards of practice of a business. Reflecting our philosophy on the importance of integrating ESG considerations into our assessment of how well a business is run, we will consider the level and effectiveness of ESG disclosure made by companies in their annual reports and other materials. Our focus will be on those factors deemed material to businesses in a given sector with a focus on practices deemed unsustainable or in need of improvement to protect shareholder value.
We aim to assess company’s focus, management and effectiveness in dealing with the environmental and social issues most relevant to their business. In cases where management and the board have not demonstrated adequate efforts to be transparent and address or mitigate material ESG issues, or are considered to be failing to adequately address current or emergent risks that may threaten shareholder value in future, we may take voting action to highlight this.
We will also be mindful of companies’ adherence to proper standards of operational practices and where, for example, those practices fail to meet generally accepted international standards (e.g. adherence to the UN Global Compact, UN Convention on Human Rights or International Labour Organisation Core Labor Standards), this will be taken into account as part of our deliberations on voting action.
Shareholder Resolutions
As part of this focus, shareholder resolutions represent the exercise of a key shareholder right, although they can encompass a wide range of issues. However, they are commonly focused on environmental and social issues.
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We assess shareholder resolutions in light of good practice, the standards already applied by a company, how proportionate the proposals are, their alignment with our philosophy and approach, as well any potential conflicts with our client’s interests. We will also have regard to whether a shareholder resolution is binding in nature or advisory (non-binding) in applying these considerations.
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APPENDIX C — DESCRIPTION OF STATE RISK FACTORS
The state tax-exempt and state municipal bond Funds invest primarily in municipal securities issued by a single state and political sub-divisions of that state. Each state tax-exempt and state municipal bond Fund will be particularly affected by political and economic conditions and developments in the state in which it invests. This exposure to factors affecting the state’s tax-exempt investments will be significantly greater than that of more geographically diversified funds, and may result in greater losses and volatility. Because of the relatively small number of issuers of tax-exempt securities in a given state, the Fund may invest a higher percentage of assets in a single issuer and, therefore, be more exposed to the risk of loss than a fund that invests more broadly. At times, the Fund and other accounts managed by the Investment Manager may own all or most of the debt of a particular issuer. This concentration of ownership may make it more difficult to sell, or to determine the fair value of, these investments. In addition, a Fund may focus on a segment of the tax-exempt debt market, such as revenue bonds for health care facilities, housing or airports. These investments may cause the value of a Fund’s shares to change more than the values of shares of funds that invest more diversely. The yields on the securities in which the Funds invest generally are dependent on a variety of factors, including among others, the financial condition of the issuer or other obligor, the revenue source from which the debt service is payable, general economic and monetary conditions, conditions in the relevant market, the size of a particular issue, the maturity of the obligation, and the rating of the issue. In addition to such factors, geographically concentrated securities will be particularly sensitive to local conditions, including political and economic changes, adverse conditions to an industry significant to the area, and other further developments within a particular locality. Because many tax-exempt bonds may be revenue or general obligations of local governments or authorities, ratings on tax-exempt bonds may be different from the ratings given to the general obligation bonds of a particular state.
Certain events may adversely affect investments within a particular sector in a state. Examples include litigation, legislation or court decisions, concerns about pending or contemplated litigation, legislation or court decisions, or lower demand for the services or products provided by a sector. Investing mostly in state-specific, tax-exempt investments makes the Funds more vulnerable to the relevant state’s economy and to factors affecting tax-exempt issuers in the state than would be true for more geographically diversified funds. These risks include, among others:
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.
State Specific Information
The following discussion regarding certain economic, financial and legal matters pertaining to the states, U.S. territories and possessions referenced below, and their political subdivisions is drawn from the documents indicated below and does not purport to be a complete description or a complete listing of all relevant factors. More information about state specific risks may be available from other official state resources. The information has not been updated nor will it be updated during the year. The Funds have not independently verified any of the information contained in such documents and are not expressing any opinion regarding the completeness or materiality of such information. The information is subject to change at any time. Any such change may adversely affect the financial condition of the applicable state, U.S. territory or possession.
Estimates and projections, if any, contained in the following summaries should not be construed as statements of fact; such estimates and projections are based on assumptions that may be affected by numerous factors and there can be no assurance that such estimates and projections will be realized or achieved. Discussions regarding the financial condition of a particular state or U.S. territory or possession may not be relevant to Municipal Obligations issued by political subdivisions of that state or U.S. territory or possession. Moreover, the general economic conditions discussed may or may not affect issuers of the obligations of these states, U.S. territories or possessions.
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California
Unless otherwise noted, the following information has been obtained from the Official Statement, dated August 29, 2017, for the following bonds: $2,538,470,000 State of California General Obligation Bonds, $802,400,000 Various Purpose General Obligation Bonds and $1,736,070,000 Various Purpose General Obligation Refunding Bonds (collectively, the “California 2017 Bonds”).
Current Economic Condition.
The State of California (California) has the largest economy among the 50 states and one of the largest in the world and has major components in high technology, trade, entertainment, government, manufacturing, tourism, construction and services. The makeup of California’s economy generally mirrors that of the national economy. The California economy continues to benefit from broad-based growth.
California is by far the most populous state in the nation, nearly 50% larger than the second-ranked state according to the 2010 U.S. Census. The estimate of California’s population as of July 2016 was 39.4 million residents, which is 12% of the total United States population.
California, along with the United States as a whole, completed its seventh year of economic recovery as the state ended its fiscal year on June 30, 2016. California’s economy demonstrated continued economic growth throughout the 2015-2016 fiscal year.
Employment opportunities in California continued to improve during the first several months of the 2016-17 fiscal year. By December 2016, total employment was nearly 18.4 million jobs, reflecting a year-to-year increase of 500,000 jobs compared to December 2015. California’s unemployment rate largely held steady during the first half of fiscal year 2016-17, and by December, it had receded slightly to 5.2%.
California’s personal income growth continued to outpace the nation during the beginning of the 2016-17 fiscal year, with total personal income for the third quarter of 2016, 4.8% above the level observed in the same period in 2015, compared with an increase of 3.6% nationally. As personal income grew, consumer spending also increased, as demonstrated by a 2.8% increase in California’s new vehicle registrations in the 2015-2016 fiscal year and a $1.2 billion (5.1%) increase in sales and use tax revenue.
California’s real GDP increased by 2.9 percent in 2016, and totaled $2.6 trillion at current prices, making California the sixth largest economy in the world. California’s job growth has slowed since late 2016 and the unemployment rate has fallen to 4.7 percent in June 2017, tying the modern historic low last reached in November and December 2000. With job growth slowing, average wages are starting to rise. The source of personal income growth is shifting from more people being employed to higher income per person. Labor force growth is expected to keep up with job growth, despite increasing numbers of retirees in California. Consumer inflation is expected to remain higher in California than the nation, with overall California inflation expected to average 3.0 percent in 2017, and 2.9 percent in 2018 and afterwards. Housing permits issued by local authorities remain well below levels needed to account for population growth, a trend that is expected to continue throughout the forecast period.
State Budget.
California’s 2016-17 Budget Act was enacted on June 27, 2016. The Budget Act appropriated $170.9 billion: $122.5 billion from the General Fund, $44.6 billion from special funds, and $3.8 billion from bond funds. The General Fund’s budgeted expenditures increased $6.9 billion (6.0%) over the previous year’s General Fund budget. The General Fund’s revenues were projected to be $120.3 billion, after a projected $3.3 billion transfer to the Budget Stabilization Account (Rainy Day Fund). General Fund revenue comes predominantly from taxes, with personal income taxes expected to provide 67.5% of total revenue. California’s major taxes (personal income, sales and use, and corporation taxes) are projected to supply approximately 98.1% of the General Fund’s resources in the 2016-17 fiscal year.
The majority of the spending plan for the 2016-17 fiscal year included funding that maintains existing state policies or is based on spending allocations driven by constitutional funding requirements, such as the Proposition 98 guaranteed minimum funding levels for K12 schools and community colleges and the Proposition 2 required minimum transfers to the BSA and minimum annual debt reduction payments. The discretionary portion of the 2016-17 spending plan allocated $2.6 billion toward additional General Fund reserves—an additional $2.0 billion transfer to the BSA and $600 million to the SFEU; funding for one-time activities, such as $1.5 billion for repairing and replacing aged infrastructure, $500 million for building affordable housing, and $200 million for drought-related activities; and ongoing funding augmentations for specific programs, including $300 million to the University of California and California State Universities.
Despite the recent significant budgetary improvements, there remain a number of budget risks that threaten the financial condition of California’s General Fund, including the threat of recession, potentially unfavorable changes to federal fiscal policies, and the significant unfunded liabilities of the two main retirement systems managed by state entities, the California
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Public Employees’ Retirement System (CalPERS) and the California State Teachers’ Retirement System (CalSTRS). In recent years, California has committed to significant increases in annual payments to these systems to reduce the unfunded liabilities. California also has a significant unfunded liability with respect to other post-employment benefits (OPEB).
There can be no assurances that California will not face fiscal stress and cash pressures again, or that other changes in the state or national economies will not materially adversely affect the financial condition of the state’s General Fund.
Real Estate and Housing.
California’s real estate market showed mixed signs of continued strength during the fiscal year. As of June 2016, median prices for existing single-family homes were 6.1% higher and sales were essentially flat (down by 0.1%) compared to the prior year. Homebuilding had largely leveled off in California, with new residential building permits issued during the 2015-16 fiscal year increasing by approximately 1.7% to nearly 97,000 units. Nonresidential construction activity showed more strength relative to the residential sector, with new permit activity increasing by 15.9% during the 2015-2016 fiscal year to $28.1 billion.
Long-Term Debt.
As of July 1, 2017, California had approximately $83.2 billion of outstanding general obligation bonds and lease revenue bonds payable principally from the state’s General Fund or from lease payments paid from the operating budget of the respective lessees, which operating budgets are primarily, but not exclusively, derived from the General Fund. As of July 1, 2017, there were approximately $33.7 billion of authorized and unissued long-term voter-approved general obligation bonds which, when issued, will be payable principally from the General Fund and approximately $4.9 billion of authorized and unissued lease revenue bonds.
Certain state agencies and authorities issue revenue obligations for which the General Fund has no liability. These revenue obligations are either payable from state revenue-producing enterprises and projects, and not payable from the General Fund, or are conduit obligations payable only from revenues paid by local governments or private users of facilities financed by the revenue obligations. California has always paid when due the principal of and interest on its general obligation bonds, general obligation commercial paper notes, lease-revenue obligations and short-term obligations, including revenue anticipation notes and revenue anticipation warrants.
Bond Ratings.
Three major credit rating agencies, Moody’s Investors Service, Inc. (“Moody’s”), Standard and Poor’s Ratings Services (“S&P”), and Fitch Ratings (“Fitch”), assigned ratings to the California 2017 Bonds, as follows: Moody’s assigned a rating of “Aa3,” S&P assigned a rating of “AA-,” and Fitch assigned a rating of “AA-.” It is not possible to determine whether, or the extent to which, Moody’s, S&P, or Fitch will change its respective rating in the future. In addition, ratings assigned to individual Municipal Obligations vary.
Connecticut
The following information has been obtained from the Annual Information Statement of the State of Connecticut, dated March 29, 2017.
Current Economic Condition.
The State of Connecticut (“Connecticut”) is a highly developed and urbanized state. It is situated directly between the financial centers of Boston and New York.
Connecticut’s economic performance is measured by personal income, which has been among the highest in the nation on a per capital basis, and gross state product (the market value of all final goods and services produced by labor and property located within Connecticut). Connecticut’s nonagricultural employment reached a high in March 2008 with 1,713,300 persons employed, but began declining with the onset of the recession, falling to 1,594,200 jobs in February 2010, and has since risen to 1,679,900 in November 2016.
After enjoying an extraordinary boom during the late 1990s, Connecticut, as well as the rest of the Northeast and the country, experienced an economic slowdown during the recession of the early 2000s. The state’s unemployment rate climbed to 9.1% in 2010, compared to the New England average of 8.3% and the national average of 9.6% for the same period. During the subsequent weak recovery, Connecticut’s average unemployment rate fell to 6.6% for 2014, and for the first six months of 2016 has averaged 5.7%, compared to the New England average of 4.5% and the national average of 4.9% for the same period.
State Budget.
Connecticut finances most of its operations through its General Fund. Certain state functions, such as Connecticut’s transportation budget, are financed through other state funds. General Fund revenues are derived primarily from the collection of state taxes, including the personal income tax, the sales and use tax and the corporation business tax. Connecticut expected to derive approximately 86.6 percent and 86.7 percent of its General Fund revenues from taxes during fiscal year 2016 and fiscal
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year 2017, respectively. Connecticut expends money on a variety of programs and services. Significant elements of state expenditures include human services; education, libraries and museums; non-functional (debt service and miscellaneous expenditures including fringe benefits); health and hospitals; corrections; general government and judicial.
State Debt.
Pursuant to various public and special acts, Connecticut has authorized a variety of types of debt. These types fall generally into the following categories: direct general obligation debt, which is payable from Connecticut’s General Fund; special tax obligation debt, which is payable from specified taxes and other funds that are maintained outside Connecticut’s General Fund; and special obligation and revenue debt, which is payable from specified revenues or other funds that are maintained outside Connecticut’s General Fund. In addition, Connecticut has a number of programs under which the state provides annual appropriation support for, or is contingently liable on, the debt of certain state quasi-public agencies and political subdivisions.
Statutory Debt Limit . Section 3-21 of the General Statutes provides that no bonds, notes or other evidences of indebtedness for borrowed money payable from General Fund tax receipts of Connecticut may be authorized by the General Assembly or issued unless they do not cause the aggregate amount of (1) the total amount of bonds, notes or other evidences of indebtedness payable from General Fund tax receipts authorized by the General Assembly but which have not been issued and (2) the total amount of such indebtedness that has been issued and remains outstanding, to exceed 1.6 times the total estimated General Fund tax receipts of Connecticut for the fiscal year in which any such authorization will become effective or in which such indebtedness is issued, as estimated for such fiscal year by the joint standing committee of the General Assembly having cognizance of finance, revenue and bonding. In computing the aggregate amount of indebtedness at any time, however, a significant number of exclusions apply.
Transportation Fund and Debt . In 1984, Connecticut adopted legislation establishing a transportation infrastructure program and authorizing Special Tax Obligation (“STO”) bonds to finance the program. The transportation infrastructure program is a continuous program for planning, construction and improvement of Connecticut highways and bridges, projects on the interstate highway system, alternate highway projects in the interstate highway substitution program, waterway facilities, mass transportation and transit facilities, the highway safety program, maintenance garages and administrative facilities of the Department of Transportation, payment of Connecticut’s share of the costs of the local bridge program, and payment of state contributions to the local bridge revolving fund. The transportation infrastructure program is administered by the Department of Transportation.
The cost of the transportation infrastructure program for state fiscal years 1985-2020, which will be met from federal, state and local funds, is estimated at $37.8 billion. Connecticut’s share of such cost, estimated at $18.6 billion, is to be funded from transportation- related taxes, fees and revenues deposited in the Special Transportation Fund and from the proceeds of STO bonds.
Certain Pension and Retirement Systems.
State Employees’ Retirement Fund . Connecticut maintains a State Employees’ Retirement Fund with approximately 50,019 active members, 1,412 inactive (vested) members and 48,191 retired members and beneficiaries as of June 30, 2016. Payments into the fund are made from employee contributions, General and Special Transportation Fund appropriations and grant reimbursements from Federal and other funds.
As of June 30, 2016, the market value of the fund’s investment assets was estimated to be $10,636.7 million. The November 2014 actuarial valuation determined that employer contributions of $1,514.5 million and $1,569.1 million would be required for fiscal year 2016 and fiscal year 2017, respectively. For fiscal year 2016, Connecticut made an employer contribution of $1,501.7 million, 99.2% of the actuarial employer contribution requirement. The adopted budget for fiscal year 2017 contained appropriations expected to be sufficient, together with anticipated grant reimbursement from Federal and other funds, to fully fund the employer contribution requirement.
Teachers’ Retirement Fund . The Teachers’ Retirement Fund, administered by the Teachers’ Retirement Board, provides benefits for any teacher, principal, supervisor, superintendent or other eligible employee in the public school systems of Connecticut, with certain exceptions. While setting and paying salaries for teachers, municipalities do not provide contributions to the maintenance of the fund. As of June 30, 2016, there were 101,977 active and former employees with accrued and accruing benefits, 36,065 retired members and beneficiaries, and 283 members on disability allowance. Contributions to the fund are made by employees and by General Fund appropriations from Connecticut.
As of June 30, 2014, the market value of the fund’s investment assets was $15,584.6 million. The October 2014 actuarial valuation determined that employer contributions of $975.6 million and $1,012.2 million would be required for fiscal year 2016 and fiscal year 2017. For fiscal year 2016, Connecticut made an employer contribution of $975.6 million, 100% of the actuarial employer contribution requirement. The adopted budget for fiscal year 2017 contained appropriations expected to be sufficient to fully fund the employer contribution requirement.
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Bond Ratings.
Four major credit rating agencies, Moody’s Investors Service (“Moody’s”), S&P Global Ratings (“S&P”), Fitch Ratings (“Fitch”) and Kroll Bond Ratings Agency (“Kroll”), assign ratings to the Connecticut’s long-term general obligation bonds. Connecticut’s general obligation bonds were rated Aa3 by Moody’s, AA- by S&P, AA- by Fitch and AA- by Kroll. It is not possible to determine whether, or the extent to which, Moody’s, S&P, Fitch or Kroll will change such ratings in the future. Ratings assigned to individual Municipal Obligations vary.
Massachusetts
The following information has been obtained from The Commonwealth of Massachusetts Information Statement, dated September 27, 2017.
Current Economic Condition and Government Structure.
The ability of the Commonwealth of Massachusetts (the “Commonwealth”) to meet its obligations is affected by future social, environmental, and economic conditions, among other things, as well as by the legislative policies and the financial condition of the Commonwealth. Many of these conditions are not within the Commonwealth’s control.
Massachusetts has established a number of independent authorities and agencies, the budgets of which are not included in the Commonwealth’s annual budget. In fiscal 2016, Massachusetts had significant operational or financial relationships, or both, with 40 of these authorities. The Commonwealth’s contractual agreements with these authorities constitute general obligations of Massachusetts for which its full faith and credit are pledged. The Commonwealth also guarantees certain outstanding bonds of two authorities, the Massachusetts State College Building Authority and the University of Massachusetts Building Authority. The ratings of these independent authorities are based on the guarantee of the Commonwealth and generally can be expected to move in tandem with ratings on the Massachusetts general obligation debt.
In addition, a portion of the Commonwealth’s receipts from the sales tax (other than the tax on meals) is dedicated through nonbudgeted special revenue funds to the Massachusetts Bay Transportation Authority (MBTA) and the Massachusetts School Building Authority (MSBA). The amount dedicated to the MSBA is the amount raised by a 1% sales tax (not including meals). The amount dedicated to the MBTA is a comparable amount, subject to an inflation-adjusted floor, plus $160 million annually. Effective for fiscal 2015, the $160 million adjustment was integrated into the inflation-adjusted floor, which was reset at $970.6 million. The floor grows by the allowable base revenue growth (lesser of sales tax growth or inflation, but not greater than 3% and not less than 0%) thereafter. Legislation approved by the Governor on October 31, 2014 increased the amount statutorily required to be credited to the MBTA by $160 million starting in fiscal 2015. The $160 million increase in the dedicated sales tax revenue amount and the amount included in the inflation-adjusted floor were intended to replace the $160 million annual state appropriation the MBTA received from fiscal 2010 through fiscal 2014. In fiscal year 2016, total dedicated sales tax revenue that was directed to the MBTA was approximately $986 million. Massachusetts also has a net liability of $ 5.891 billion for debt and grant obligations for the School Building Assistance Program that finances construction of schools for the Commonwealth’s cities and towns.
Population and Employment.
The Commonwealth has a population of about 6.81 million as of July 1, 2016. Since reaching 6.8 percent in January 2014, the Commonwealth’s unemployment rate gradually declined to 4.1 percent in May 2017, which is the same as the national rate.
Commonwealth Budget.
The budgeted operating funds of the Commonwealth ended fiscal year 2017 with a deficit of revenues and other sources over expenditures and other uses of $41.0 million and aggregate ending fund balances in the budgeted operating funds of the Commonwealth of approximately $1.44 billion. The budgeted operating funds of the Commonwealth are projected to end fiscal 2018 with a deficiency of revenues and other sources over expenditures and other uses of $144.1 million and aggregate ending fund balances in the budgeted operating funds of the Commonwealth of approximately $1.30 billion.
Chapter 62F of the General Laws establishes a state tax revenue growth limit for each fiscal year equal to the average positive rate of growth in total wages and salaries in the Commonwealth, as reported by the federal government, during the three calendar years immediately preceding the end of such fiscal year. The growth limit is used to calculate “allowable state tax revenue” for each fiscal year. Chapter 62F also requires that allowable state tax revenues be reduced by the aggregate amount received by local governmental units from any newly authorized or increased local option taxes or excises. Any excess in state tax revenue collections for a given fiscal year over the prescribed limit, as determined by the State Auditor, is to be applied as a credit against the then-current personal income tax liability of all taxpayers in the Commonwealth in proportion to the personal income tax liability of all taxpayers in the Commonwealth for the immediately preceding tax year.
Since December 1989, state finance law has included a limit on the amount of outstanding “direct” bonds of the Commonwealth. For the fiscal 2016 capital budget, the Governor maintained the administrative bond cap at $2.125 billion. The bond cap for fiscal 2017 through fiscal 2021 is projected to be $2.19 billion.
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The Commonwealth is statutorily responsible for the payment of pension benefits for Commonwealth employees and for teachers of the cities, towns and regional school districts throughout the Commonwealth. Massachusetts employees’ and teachers’ retirement systems are partially funded by employee contributions of regular compensation. In September 2017, the Commonwealth issued a valuation, as of January 1, 2017, of its total pension obligation. The unfunded actuarial accrued liability was calculated to be approximately $ 39.622 billion.
Local Considerations.
The Commonwealth makes substantial payments to its cities, towns and regional school districts (local aid) to mitigate the impact of local property tax limits on local programs and services. Local aid payments to cities, towns and regional school districts take the form of both direct and indirect assistance. Direct local aid consists of general revenue sharing funds and specific program funds sent directly to local governments and regional school districts. The Commonwealth’s budget for fiscal 2018 provides $6.142 billion of state-funded local aid to municipalities.
Transportation.
On February 19, 1999, the Commonwealth and the Massachusetts Turnpike Authority entered into a contract which
provides for the Commonwealth to make annual operating assistance payments to MassDOT, as successor to the
Turnpike Authority, which are capped at $25 million annually and extend until June 30, 2050, which is the end of
the 40th fiscal year following the transfer of certain facilities associated with the Commonwealth’s Central Artery/Ted Williams Tunnel Project (CA/T) to MassDOT. On June 30, 2009, the Commonwealth and the Turnpike Authority entered into a contract for financial assistance which provides for the payment by the Commonwealth to Mass DOT, as successor to the Authority, of $100 million per fiscal year, commencing July 1, 2009 until June 30, 2039. Payments under both contracts constitute a general obligation pledge of the Commonwealth for which its full faith and credit are pledged.
Water Initiatives.
The Massachusetts Clean Water Trust (the “Trust”) manages the Commonwealth’s state revolving fund program under the federal Clean Water Act and the federal Safe Drinking Water Act. Under state law, loans made by the Trust are required to provide for subsidies or other financial assistance to reduce the debt service expense on the loans. As of September 27, 2017, most new loans made by the Trust bore interest at 2%. To provide for a portion of the subsidy on most of its loans, the Trust received contract assistance payments from the Commonwealth. Under the Trust’s enabling act, the aggregate annual contract assistance payment for the Trust’s programs may not exceed $138 million. As of August 31, 2017 the Trust had approximately $3.0 billion of bonds outstanding. Approximately 6.61% of the Trust’s aggregate debt service was covered by the Commonwealth contract assistance as of September 27, 2017. Prior to August, 2014, the Trust was known as the Massachusetts Water Pollution Abatement Trust.
Infrastructure Development.
Under the infrastructure investment incentive program, known as “I-Cubed,” up to $600 million of public infrastructure improvements to support significant new private developments may be financed by bonds issued by the Massachusetts Development Finance Agency (MassDevelopment) that are secured by and payable from a general obligation pledge of contract assistance from the Commonwealth. After each phase of the private development is completed and occupied, the municipality is required to reimburse the Commonwealth for any portion of the debt service cost on the bonds that is not covered by new state tax revenues generated from the related private development. The obligation of the municipality ends when the Commonwealth has collected revenues sufficient to pay principal and interest payments to date, or in some cases to the next redemption date, plus all remaining principal payments due. As of August 31, 2017, total “I-Cubed” program bonds were outstanding in the amount of approximately $106.0 million.
Legislation approved by the Governor on August 8, 2008 included an authorization to finance up to $43 million of the costs of a parkway at the former South Weymouth naval air base. The bonds to finance the parkway are secured by and payable from a general obligation pledge of contract assistance from the Commonwealth. Approximately $25.2 million of such bonds were outstanding as of August 31, 2017.
Social Innovation.
Legislation approved in 2012 established a Social Innovation Financing Trust Fund for the purpose of funding “pay for success” contracts to improve outcomes and lower costs for contracted government services. The first such contract was entered into in January, 2014, to help young men leaving the juvenile justice system or on probation avoid reoffending. The contract obligates the Commonwealth to make up to $28 million in success payments, in the aggregate, through fiscal year 2020. In September, 2016, the Commonwealth entered into a side letter to permit the parties to negotiate a contract amendment to extend the period in which young men may be referred to the project without changing the timing or maximum amount of success payments. The
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Commonwealth entered into a second such contract in December, 2014, to address chronic individual homelessness through permanent stable, supportive housing. The contract obligates the Commonwealth to make up to $6 million in success payments, in the aggregate, through fiscal 2021. The Commonwealth entered into a third such contract in June, 2016, to assist individuals in
Adult Basic Education (ABE) or English for Speakers of Other Languages (ESOL) programs transition to employment, higher wage jobs, and higher education. The contract obligates the Commonwealth to make up to $15 million in success payments, in the aggregate, through fiscal 2023.
Bond Ratings.
Three major credit rating agencies, Moody’s Investors Service, Inc. (“Moody’s”), Standard and Poor’s Ratings Services (“S&P”) and Fitch Ratings (“Fitch”), assign ratings to the Commonwealth long-term general obligation bonds. The Commonwealth’s general obligation bonds have been assigned long-term ratings of “Aa1” by Moody’s Investors Service, Inc., “AA” by Standard & Poor’s Ratings Services and “AA+” by Fitch. It is not possible to determine whether, or the extent to which, Moody’s, S&P or Fitch will change such ratings in the future. Ratings assigned to individual Municipal Obligations vary.
New York
The following information has been obtained from the Annual Information Statement of the State of New York, dated June 20, 2017, as supplemented on September 26, 2017.
Current Economic Condition.
The State of New York (“New York”) has a diverse economy, with a comparatively large share of the nation’s financial services, information, education, and health services economic activity. New York’s Division of the Budget outlook for private sector job growth for 2017 is 1.4 percent, following growth of 1.8 percent for 2016. Most recent economic data indicate that the pace of New York employment growth remains healthy, and New York’s Division of the Budget forecasts personal income growth to be at 2.4 percent for 2016 and 3.7 percent for 2017.
As the nation’s financial capital, both the volume of financial market activity and the volatility in equity markets pose a particularly large degree of uncertainty for New York.
During fiscal year 2017, tax receipts were $6.81 billion lower than the prior year’s results, due to weak non-wage income growth in Tax Year 2016 and a largely timing-related increase in refunds. After controlling for the impact of tax law changes, base tax revenue decreased 0.1 percent in FY 2017, and is projected to increase by 4.6 percent in FY 2018 and 4.7 percent in FY 2019.
Other uncertainties and risks concerning the economic and receipts forecasts include the impacts of: national and international events; ongoing financial instability in the Euro-zone; changes in consumer confidence, oil supplies and oil prices; major terrorist events, hostilities or war; climate change and extreme weather events; Federal statutory and regulatory changes concerning financial sector activities; changes concerning financial sector bonus payouts, as well as any future legislation governing the structure of compensation; shifts in monetary policy affecting interest rates and the financial markets; financial and real estate market developments which may adversely affect bonus income and capital gains realizations; the effect of household debt on consumer spending and New York tax collections; and the outcomes of litigation and other claims affecting New York.
Population and Employment.
New York is the fourth most populous state in the United States. According to the 2016 U.S. Census, New York’s 2016 population was 19.7 million, an increase from 19.4 million in 2004.
As of March 2017, New York’s Division of the Budget anticipated a state unemployment rate of 4.6 percent for 2017, compared with a national unemployment rate of 4.6 percent. Total state nonagricultural employment grew by 1.6 percent in 2016 and was projected to grow by 1.2 percent in 2017. Private sector employment grew by 1.8 percent in 2016 and was projected to grow by 1.4 percent in 2017. Total employment growth of 1.3 percent is projected for 2017, after growth of 1.6 percent for 2016.
State Budget.
New York’s budget process is governed by the New York constitution, with additional details and actions prescribed by New York law and practices established over time. The New York General Fund receives the majority of New York taxes and all income not earmarked for a particular program or activity. New York law requires the Governor to submit, and the Legislature to enact, a General Fund budget that is balanced on a cash basis of accounting.
New York receives revenues from taxes, fees, charges for state-provided services, Federal grants, and other miscellaneous sources. General Fund receipts, including transfers from other funds, are estimated to total $70.2 billion in fiscal year 2018, or $344 million higher than estimated in the Enacted Budget Financial Plan. While modest economic growth is projected for fiscal year 2017, total tax receipts are estimated to increase by 3.0 percent for fiscal year 2018.
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New York expends money on a variety of programs and services. Major categories of operating disbursements include healthcare and Medicaid, higher education (including subsidization of the State University of New York and City University of New York systems), criminal justice and public safety, school aid, transportation, and mental hygiene programs. General Fund disbursements are expected to total $70.4 billion in fiscal year 2018, an increase of $4.4 billion or 6.7 percent over the prior year. The Division of the Budget estimates that spending in State Operating Funds will grow at 2.0 percent from fiscal year 2017 to fiscal year 2018, consistent with the 2 percent spending benchmark.
New York is also responsible for the payment of pension benefits for public employees. Employer contribution rates decreased for fiscal year 2017.
New York ended fiscal year 2017 with receipts exceeding disbursements by about $5.7 billion. The General Fund closing balance was $548 million higher than estimated in the Enacted Budget Financial Plan.
Implementation of New York’s current financial plan is dependent on the state’s ability to market its bonds successfully. New York finances much of its capital spending from the General Fund, which it reimburses with proceeds from the sale of general obligation or other state-supported bonds. New York’s inability to sell bonds at the levels or on the timetable expected may adversely affect the state’s overall cash position and capital funding plan. The success of projected public sales will be dependent on prevailing market conditions.
Local Considerations.
New York’s fiscal demands may be affected by the fiscal condition of New York City, which relies in part on state aid to balance its budget and meet its cash requirements. In addition, certain localities other than New York City have experienced financial problems and have requested and received additional state assistance during the last several state fiscal years. While a relatively infrequent practice, deficit financing by local governments has become more common in recent years.
Local assistance spending includes payments to local governments, school districts, health care providers, and other local entities, as well as financial assistance to, or on behalf of, individuals, families, and nonprofit organizations. Expenditures in the form of aid to local governments for their general purposes (and to school districts and municipalities for specific purposes such as education and social services) are made from New York’s General Fund. These payments are limited under the New York constitution to appropriations in force. Local assistance spending in State Operating Funds is estimated at $66 billion in fiscal year 2018, approximately two-thirds of total State Operating Funds spending.
Debt Service.
New York pays debt service on all outstanding state-supported bonds. These include general obligation bonds, for which New York is constitutionally obligated to pay debt service, as well as certain bonds issued by New York public authorities, such as the Empire State Development Corporation and the New York State Thruway Authority, the payment obligation on which is subject to appropriation. New York’s access to the public credit markets through bond issuances constituting state-supported or state-related debt issuances by certain of its authorities could be impaired and the market price of its outstanding debt may be materially and adversely affected if its public authorities were to default on their respective state-supported or state-related debt issuances.
Total debt service is projected to be $5.292 billion for fiscal year 2018, of which $916 million is expected to be paid from the General Fund for general obligations and service contract bonds, and $4.38 billion of which is expected to service other state supported bonds.
The Debt Reform Act of 2000 restricts the issuance of state-supported debt to capital purposes only and limits such debt to a maximum term of 30 years. Under the Debt Reform Act, new state-supported debt issued since April 1, 2000 is limited to 4 percent of state personal income, while new debt service costs are limited to 5 percent of all Funds receipts.
Bond Ratings.
As of November 2016, New York’s general obligation bonds were rated “Aa1” by Moody’s Investors Service, Inc. (“Moody’s”), “AA+” by Standard & Poor’s Ratings Services (“S&P”), and “AA+” by Fitch Ratings (“Fitch”). It is not possible to determine whether, or the extent to which, Moody’s, S&P or Fitch will change such ratings in the future. Ratings assigned to individual Municipal Obligations may vary.
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APPENDIX D — SERIES OF CFST, CFST I AND CFST II
Below are the series of CFST, CFST I and CFST II. In prospectuses dated prior to June 25, 2014, series of CFST and CFST I are referred to as “Legacy Columbia Funds” and series of CFST II are referred to as “Legacy RiverSource Funds”.
Columbia Funds Series Trust
Columbia AMT-Free California Intermediate Muni Bond Fund
Columbia AMT-Free Georgia Intermediate Muni Bond Fund
Columbia AMT-Free Maryland Intermediate Muni Bond Fund
Columbia AMT-Free North Carolina Intermediate Muni Bond Fund
Columbia AMT-Free South Carolina Intermediate Muni Bond Fund
Columbia AMT-Free Virginia Intermediate Muni Bond Fund
Columbia Capital Allocation Moderate Aggressive Portfolio
Columbia Capital Allocation Moderate Conservative Portfolio
Columbia Convertible Securities Fund
Columbia Global Strategic Equity Fund
Columbia Large Cap Enhanced Core Fund
Columbia Large Cap Growth Fund III
Columbia Large Cap Index Fund
Columbia Mid Cap Index Fund
Columbia Mid Cap Value Fund
Columbia Overseas Value Fund
Columbia Select Global Growth Fund
Columbia Select International Equity Fund
Columbia Select Large Cap Equity Fund
Columbia Short Term Bond Fund
Columbia Short Term Municipal Bond Fund
Columbia Small Cap Index Fund
Columbia Small Cap Value Fund II
Columbia Funds Series Trust I
CMG Ultra Short Term Bond Fund
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
Columbia Balanced Fund
Columbia Bond 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 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 California Municipal Income Fund
Columbia Strategic Income Fund
Columbia Strategic New York Municipal 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
Multi-Manager International Equity Strategies Fund
Multi-Manager Small Cap Equity Strategies Fund
Multi-Manager Total Return Bond Strategies Fund
Columbia Funds Series Trust II
Columbia Absolute Return Currency and Income Fund
Columbia Capital Allocation Aggressive Portfolio
Columbia Capital Allocation Conservative Portfolio
Columbia Capital Allocation Moderate Portfolio
Columbia Commodity Strategy Fund
Columbia Contrarian Asia Pacific Fund
Columbia Contrarian Europe Fund
Columbia Disciplined Core Fund
Columbia Disciplined Growth Fund
Columbia Disciplined Value Fund
Columbia Dividend Opportunity Fund
Columbia Emerging Markets Bond Fund
Columbia Flexible Capital Income Fund
Columbia Floating Rate Fund
Columbia Global Bond Fund
Columbia Global Equity Value Fund
Columbia Global Infrastructure Fund
 
 
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Columbia Global Opportunities Fund
Columbia Government Money Market Fund
Columbia High Yield Bond Fund
Columbia Income Builder Fund
Columbia Income Opportunities Fund
Columbia Inflation Protected Securities Fund
Columbia Large Cap Value Fund
Columbia Limited Duration Credit Fund
Columbia Minnesota Tax-Exempt Fund
Columbia Mortgage Opportunities Fund
Columbia Overseas Core Fund
Columbia Quality Income Fund
Columbia Select Global Equity Fund
Columbia Select Large-Cap Value Fund
Columbia Select Smaller-Cap Value Fund
Columbia Seligman Communications and Information Fund
Columbia Seligman Global Technology Fund
Columbia Short-Term Cash Fund
Columbia Small/Mid Cap Value Fund
Columbia Strategic Municipal Income Fund
Multi-Manager Value Strategies Fund
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APPENDIX S — MORE INFORMATION ABOUT CHOOSING A SHARE CLASS
The Fund’s prospectus contains information relative to choosing a share class. The information in this Appendix S should be read in conjunction with the information contained in the prospectus. With regard to any sales charge waivers and discounts described in this Appendix S and the prospectus, it is your obligation to advise your financial intermediary or (in the case of Direct-at-Fund Accounts, as defined in the prospectus) the Transfer Agent that you qualify for any waiver or reduced sales charge and be prepared to provide proof thereof.
Certain Historical Changes to Share Class Names
Class T shares existing on January 23, 2017 were renamed as Class V shares on January 24, 2017. Effective March 27, 2017, Class W shares were renamed as Class T shares. Effective November 1, 2017, Class R4 shares were renamed as Class Adv shares, Class R5 shares were renamed as Class Inst2 shares, Class Y shares were renamed as Class Inst3 shares, and Class Z shares were renamed as Class Inst shares.
Certain Share Class Conversions and Exchanges
Effective March 27, 2017, Class I shares, which were only offered to Columbia Funds, were exchanged for Class Y shares of the same Fund. Effective July 17, 2017, Class B shares (except those shares representing the Investment Manager's initial capital) converted to Class A shares, and effective August 4, 2017, all remaining Class B shares were redeemed. Effective March 9, 2018, the shares held by Class K shareholders were exchanged for Class Adv shares of the same Fund for all Funds except Columbia Small Cap Index Fund. Effective on the same date, Class K shares of Columbia Small Cap Index Fund were exchanged for Class Inst2 shares of the same Fund. Class K shares representing the Investment Manager's initial capital were allowed to be redeemed, instead of exchanged, on the same date.
Sales Charge Waivers
Front-End Sales Charge Waivers*
The following information is in addition to the description in the Fund’s prospectus of front-end sales charge waivers applicable to Class A, Class E and Class V shares. The following categories of investors may buy Class A, Class E (a) and Class V shares at net asset value, without payment of any front-end sales charge that would otherwise apply:
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.
Purchases of Class A and Class V shares may be made at net asset value if they are made as follows:
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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.
Contingent Deferred Sales Charge Waivers (Class A, Class C, Class E and Class V Shares)
For purposes of calculating a CDSC, the start of the holding period is generally the first day of the month in which your purchase was made.
Shareholders won’t pay a CDSC on redemption of Class A, Class C, Class E and Class V shares:
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.
Restrictions may apply to certain accounts and certain transactions. The Distributor may, in its sole discretion, authorize the waiver of the CDSC for additional classes of investors. The Fund may change or cancel these terms at any time. Any change or cancellation applies only to future purchases.
Class Inst Shares Additional Eligible Investors
In addition to the categories of Class Inst investors described in the Fund’s prospectus (other than for the Multi-Manager Strategies Funds), the minimum initial investments in Class Inst shares for the following categories of eligible investors is $2,000 ($1,000 for IRAs, as applicable):
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.
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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).
Shares of Multi-Manager Strategies Funds
The Multi-Manager Strategies Funds offer Class A shares and Class Inst shares that are available only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial or its affiliates. The minimum initial investment for Class A shares and Class Inst shares of the Multi-Manager Strategies Funds is $100, and each share class has no minimum additional investment. Shares of the Multi-Manager Strategies Funds are not subject to any front-end sales charge or CDSC. See the Fund’s prospectus for additional information.
Fund Reorganizations
Class A shares may be issued without any initial sales charge in connection with the acquisition of cash and securities owned by other investment companies. Any CDSC will be waived in connection with the redemption of shares of the fund if the fund is combined with another fund or in connection with a similar reorganization transaction.
Rejection of Purchases
Each fund and the distributor of the funds reserve the right to reject any offer to purchase shares, in their sole discretion.
Restrictions and Changes in Terms and Conditions
Restrictions may apply to certain accounts and certain transactions. The Funds and/or the Distributor may change or cancel these terms and conditions at any time. Unless you provide your financial intermediary with information in writing about all of the factors that may count toward available reductions or waivers of an applicable sales charge, there can be no assurance that you will receive all of the reductions and waivers for which you may be eligible. To the extent your Fund account is held directly with the Fund, you should provide this information to the Fund when placing your purchase or redemption order. Please see the Fund’s prospectus for more information about sales charge reductions and waivers.
Shares of Solution Series Funds
Shares of Solutions Aggressive Portfolio and Solutions Conservative Portfolio are sold only to the Adaptive Retirement Funds.
SAI910_00_050_(05/18)
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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.


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(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.


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(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.


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(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.


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(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.


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(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.


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(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.


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(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.


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(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 Registrant’s Class V (formerly known as Class T) shares is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(3)), filed on July 28, 2017.

 

(m)(4) Shareholder Servicing Plan Implementation Agreement, amended and restated as of June 14, 2017, for Registrant’s Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on July 28, 2017.

 

(m)(4)(i) Restated Schedule I, effective June 14, 2017, to Shareholder Servicing Plan Implementation Agreement for Registrant’s Class V (formerly known as Class T) shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 299 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)(i)), filed on July 28, 2017.

 

(m)(5) Shareholder Servicing Plan Implementation Agreement for certain Fund share classes of the Registrant between the Registrant, Columbia Funds Series Trust and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 113 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on November 24, 2010.

 

(m)(5)(i) Restated Schedule I, dated July 18, 2017, to Shareholder Servicing Plan Implementation Agreement, between the Registrant, Columbia Funds Series Trust and Columbia Management Investment Distributors, Inc. is incorporated by reference to Post-Effective Amendment No. 168 to Registration Statement No. 333-89661 of Columbia Funds Series Trust on Form N-1A (Exhibit (m)(4)(i)), filed on July 28, 2017.

 

(n) Rule 18f – 3 Multi-Class Plan, amended and restated as of 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.


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(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.


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(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.


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Item 29. Persons Controlled by or under Common Control with the Registrant

Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia funds-of-funds that invest primarily in shares of affiliated funds (the underlying funds). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.

Item 30. Indemnification

Article Five of the Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) under specified circumstances, all as more fully set forth in the Registrant’s Bylaws, which have been filed as an exhibit to this registration statement.

Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. In accordance with Section 17(h) of the 1940 Act, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Covered Person’s office.

Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrant’s Distribution Agreement, which has been filed as an exhibit to the registration statement. The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.

The trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.


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Item 31. Business and Other Connections of the Investment Adviser

To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (the Investment Manager), the Registrant’s investment adviser, or the subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.

 

  (a) The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrant’s portfolios and is incorporated herein by reference. Information about the business of the Investment Manager and the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment Manager (formerly, RiverSource Investments, LLC) with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with the Investment Manager, certain directors and officers of the Investment Manager also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries.

 

  (b) Analytic Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Analytic Investors, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Analytic Investors, LLC and is incorporated herein by reference. Information about the business of Analytic Investors, LLC and the directors and principal executive officers of Analytic Investors, LLC is also included in the Form ADV filed by Analytic Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-7082), which is incorporated herein by reference.

 

  (c) AQR Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of AQR Capital Management, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by AQR Capital Management, LLC and is incorporated herein by reference. Information about the business of AQR Capital Management, LLC and the directors and principal executive officers of AQR Capital Management, LLC is also included in the Form ADV filed by AQR Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-55543), which is incorporated herein by reference.

 

  (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 Registrant’s 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 Registrant’s 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


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  of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Boston Partners Global Investors, Inc. and is incorporated herein by reference. Information about the business of Boston Partners Global Investors, Inc. and the directors and principal executive officers of Boston Partners Global Investors, Inc. is also included in the Form ADV filed by Boston Partners Global Investors, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-61786), which is incorporated herein by reference.

 

  (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 Registrant’s portfolio(s) subadvised by BMO Asset Management Corp. and is incorporated herein by reference. Information about the business of BMO Asset Management Corp. and the directors and principal executive officers of BMO Asset Management Corp. is also included in the Form ADV filed by BMO Asset Management Corp. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-35533), which is incorporated herein by reference.

 

  (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 Registrant’s 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 Registrant’s portfolio(s) subadvised by Conestoga Capital Advisors, LLC and is incorporated herein by reference. Information about the business of Conestoga Capital Advisors, LLC and the directors and principal executive officers of Conestoga Capital Advisors, LLC is also included in the Form ADV filed by Conestoga Capital Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60133), which is incorporated herein by reference.

 

  (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 Registrant’s portfolio(s) subadvised by Dalton, Greiner, Hartman, Maher & Co., LLC and is incorporated herein by reference. Information about the business of Dalton, Greiner, Hartman, Maher & Co., LLC and the directors and principal executive officers of Dalton, Greiner, Hartman, Maher & Co., LLC is also included in the Form ADV filed by Dalton, Greiner, Hartman, Maher & Co., LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-62895), which is incorporated herein by reference.

 

  (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 Registrant’s portfolio(s) subadvised by EAM Investors, LLC and is incorporated herein by reference. Information about the business of EAM Investors, LLC and the directors and principal executive officers of EAM Investors, LLC is also included in the Form ADV filed by EAM Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-70305), which is incorporated herein by reference.

 

  (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 Registrant’s portfolio(s) subadvised by Loomis, Sayles and Company, L.P. and is incorporated herein by reference.


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  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 Registrant’s portfolio(s) subadvised by Los Angeles Capital Management and Equity Research, Inc. and is incorporated herein by reference. Information about the business of Los Angeles Capital Management and Equity Research, Inc. and the directors and principal executive officers of Los Angeles Capital Management and Equity Research, Inc. is also included in the Form ADV filed by Los Angeles Capital Management and Equity Research, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60934), which is incorporated herein by reference.

 

  (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 Registrant’s portfolio(s) subadvised by Manulife Asset Management (US) LLC and is incorporated herein by reference. Information about the business of Manulife Asset Management (US) LLC and the directors and principal executive officers of Manulife Asset Management (US) LLC is also included in the Form ADV filed by Manulife Asset Management (US) LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-42023), which is incorporated herein by reference.

 

  (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 Registrant’s portfolio(s) subadvised by PGIM, Inc. and is incorporated herein by reference. Information about the business of PGIM, Inc. and the directors and principal executive officers of PGIM, Inc. is also included in the Form ADV filed by PGIM, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-22808), which is incorporated herein by reference.

 

  (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 Registrant’s portfolio(s) subadvised by TCW Investment Management Company LLC and is incorporated herein by reference. Information about the business of TCW Investment Management Company LLC and the directors and principal executive officers of TCW Investment Management Company LLC is also included in the Form ADV filed by TCW Investment Management Company LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-29075), which is incorporated herein by reference.

 

  (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 Registrant’s 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 Registrant’s portfolio(s) subadvised by Water Island Capital, LLC and is incorporated herein by reference. Information about the business of Water Island Capital, LLC and the directors and principal executive officers of Water Island Capital, LLC is also included in the Form ADV filed by Water Island Capital, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-57341), which is incorporated herein by reference.


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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


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Joseph L. D’Alessandro    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;

 

  Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110;

 

  Registrant’s subadviser, Analytic Investors, LLC, 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013;

 

  Registrant’s subadviser, Arrowstreet Capital, Limited Partnership, 200 Clarendon Street, 30th Floor, Boston, MA 02116;

 

  Registrant’s subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830;

 

  Registrant’s subadviser, Baillie Gifford Overseas Limited, Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN;

 

  Registrant’s subadviser, Boston Partners Global Investors, Inc., 909 Third Avenue, New York, NY 10022;

 

  Registrant’s subadviser, BMO Asset Management, Corp., 115 South LaSalle Street, 11 th Floor, Chicago, IL, 60603;

 

  Registrant’s subadviser, Causeway Capital Management LLC, 11111 Santa Monica Blvd., 15th Floor, Los Angeles, CA 90025;

 

  Registrant’s subadviser, Conestoga Capital Advisors, LLC, 550 East Swedesford Road, Suite 120, Wayne, PA 19087;

 

  Registrant’s subadviser, Dalton, Greiner, Hartman, Maher & Co., 565 Fifth Avenue, Suite 2101, New York, NY 10017;

 

  Registrant’s subadviser, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, CA 92007;

 

  Registrant’s subadviser, Loomis, Sayles and Company, L.P., One Financial Center, Boston, MA 02111;

 

  Registrant’s subadviser, Los Angeles Capital Management and Equity Research, Inc., 1150 Santa Monica Blvd., Suite 200, Los Angeles, CA 90025;

 

  Registrant’s subadviser, Manulife Asset Management (US) LLC, 197 Clarendon St # 4, Boston, MA 02116;

 

  Registrant’s subadviser, PGIM, Inc./Prudential Financial, Inc., 655 Broad Street, Newark, NJ 07102;

 

  Registrant’s subadviser, TCW Investment Management Company LLC, 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017;

 

  Registrant’s subadviser, Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom;


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  Registrant’s subadviser, Water Island Capital, LLC, 41 Madison Avenue, 42nd floor, New York, NY 10010;

 

  Registrant’s provider of advisory service as delegated by DGHM, Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, FL 34102;

 

  Registrant’s former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110;

 

  Registrant’s former subadviser, Federated Investment Management Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779;

 

  Registrant’s former subadviser, Nordea Investment Management North America, Inc., 1211 Avenue of the Americas, 23 rd Floor, New York, NY;

 

  Registrant’s former subadviser, RS Investment Management Co. LLC, One Bush Street, Suite 900, San Francisco, CA 94104;

 

  Registrant’s former subadviser, Wasatch Advisors Inc, 505 Wakara Way, 3 rd Floor, Salt Lake City, UT 84108;

 

  Registrant’s principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA, 02110;

 

  Registrant’s transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA, 02110;

 

  Registrant’s custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19 th Floor, New York, NY 10005; and

 

  Registrant’s former custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111.

In addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.

Item 34. Management Services

Not Applicable.

Item 35. Undertakings

Not Applicable.

 


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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 D’Alessandro

 

Name:

  Joseph D’Alessandro**
    Attorney-in-fact

 

** Executed by Joseph D’Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated May 23, 2016 and incorporated by reference to Post-Effective Amendment No. 261 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed with the Commission on May 27, 2016, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 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.


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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. Subadviser’s Duties .

 

(a) Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

 

  (i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets. 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

 

 

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  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) Fund’s prospectus (“Prospectus”) and the Fund’s 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 Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, Brokers who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a Broker a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it 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 Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

 

  (D)

Derivatives 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 Fund’s agent and attorney in fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadviser’s execution thereof, agreements and execute any documents on behalf of the Fund (e.g., any 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 Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

 

  (v) Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.

 

(b)

Compliance Program and Ongoing Certification(s). As reasonably requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time; (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance

 

 

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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 Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written 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 Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund (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 Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

 

(d) Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

 

(e)

Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, 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 Subadviser’s 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 Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees 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 Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing 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 Subadviser’s 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 Subadviser’s 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 Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies (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 Fund’s assets or any other compliance matter that would require knowledge of the Fund’s 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 Subadviser’s 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 Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that 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 Subadviser’s 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 Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

 

  (c) Subadviser has provided, and Investment Manager has received, a copy of the Subadviser’s 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 Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information 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 Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions 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.

Subadviser’s 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 Subadviser’s right to engage in any other business or to render services of any

 

 

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  kind to any other client (including Subadviser’s 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 Subadviser’s name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5)  business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

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 Subadviser’s name, and (ii) take all necessary action to cause the Fund’s 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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Document Number: 354508

 

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 Fund’s 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 Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the 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 Department’s 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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Document Number: 354508

 

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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Document Number: 354508

 

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. Subadviser’s Duties .

 

  (a) Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions 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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Document Number: 354409

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 Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

 

  (iii) Portfolio Transactions .

 

  (A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is

 

 

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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 Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers Subadviser’s 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 Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

 

  (iv) Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

 

  (v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible

 

 

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and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.

 

  (b) Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

 

  (c) Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

 

  (d) Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

 

 

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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 Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

 

 

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  (f) Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

 

2. Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

 

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 Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed 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 Subadviser’s 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 Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

 

  (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 Subadviser’s 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 Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

 

  (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 Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

 

  (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. Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

 

 

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11. References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5)  business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

 

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 Fund’s 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 Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

 

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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Document Number: 354409

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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Document Number: 354409

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. Subadviser’s Duties .

 

  (a) Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

 

  (i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities

 

 

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Document Number: 354383

 

  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) Fund’s prospectus (“Prospectus”) and the Fund’s 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 Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that 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 Subadviser’s 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 Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

 

  (D)

Authority . Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein, and is hereby appointed as the Fund’s agent and attorney in fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadviser’s execution thereof 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 Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

 

  (v) Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.

 

  (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 Fund’s 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 Subadviser’s management of the portion of the Fund subadvised by Subadviser in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager 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 Subadviser’s 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 Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager 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 Manager’s 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 Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that 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 Fund’s 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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Document Number: 354383

 

  the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, managers, members, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act by the party; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing 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 Subadviser’s 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 Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim.

 

 

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Document Number: 354383

 

2. Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

 

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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Document Number: 354383

 

5. Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor. 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 Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

 

  (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 Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC.

 

 

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  (d) Subadviser will promptly notify Investment Manager of any material changes in the managing members of Subadviser’s 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 Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

 

 

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  (c) The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets.

 

  (d) Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

 

  (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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Document Number: 354383

 

  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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Document Number: 354383

 

  (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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Document Number: 354383

 

  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. Subadviser’s 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 Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may 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 Subadviser’s name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing 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.

 

 

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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.

 

 

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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 Fund’s 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 Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

 

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

 

 

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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.

 

 

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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

 

 

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Document Number: 354383

 

SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

 

 

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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 Fund’s 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 Corporation’s networking system (network accounts and, together with omnibus accounts, intermediary controlled accounts); PLUS

 

  (ii) The Fund’s 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 Fund’s 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 Corporation’s networking system, subject to a maximum annual rate of up to 0.20% of the month end value of the Fund’s 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
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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 Trust’s 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 Trust’s 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

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Prudential’s 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.


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TABLE OF CONTENTS
1 Chairman’s 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 Prudential’s 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


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CHAIRMAN’S 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.
Prudential’s Code of Conduct – Making the Right Choices – reflects Prudential’s values and clarifies Prudential’s expectations of acceptable behavior. It also serves as the basis for Prudential’s 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: Prudential’s 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
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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 people’s 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.
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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 Prudential’s 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 Prudential’s 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 Prudential’s 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 Prudential’s 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 company’s 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 Prudential’s business, Making the Right Choices provides a framework and structure to guide business decisions and to meet the company’s ethical standards.
Making the Right Choices is intended to communicate Prudential’s 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 Prudential’s 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.
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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 Prudential’s 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 Prudential’s 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 Prudential’s 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 company’s 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 Prudential’s 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 Prudential’s 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 Prudential’s policy against retaliation.
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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 Prudential’s 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.
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“The greatest threat to a company’s 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 Prudential’s 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.
Prudential’s policy requires that appropriate controls are in place to protect the integrity and reliability of financial reporting information.
Prudential’s 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.
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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.
Prudential’s 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
Prudential’s Corporate Policy Essentials are expectations that expand upon the Principles and outline the imperatives by which we expect Prudential’s 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 Prudential’s sales associates.
We provide accurate and relevant information about Prudential’s products and services.
We deal promptly, respectfully and appropriately with customer requests and complaints.
We protect and restrict access to information, as appropriate, about Prudential’s business, employees, sales associates and customers.
We take the steps necessary to know Prudential’s customers and the legitimacy of their financial transactions.
We impose appropriate discipline and sanctions for violations of policies and laws applicable
to Prudential’s 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 company’s expectations and requirements.
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Act with integrity and make decisions
based on high ethical standards.
Acting Ethically
What to know:
Living up to Prudential’s 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 what’s 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 Prudential’s 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 Prudential’s 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.
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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 company’s 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-Plus’s 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 Prudential’s 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
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Complying With Laws and Regulations
Understand and honor the letter and spirit of the laws and regulations that apply to Prudential’s 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 Prudential’s 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 Prudential’s 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.
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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 customer’s 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 customer’s 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
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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. Prudential’s 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 Prudential’s 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 company’s commitment to a professional and harassment-free work environment to Prudential’s 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.
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What to avoid:
Treating people differently based on their unique personal characteristics.
Making employment decisions based on factors other than a person’s job-related qualifications and Prudential’s business needs.
Wrong
Discussing an employee’s health with others in the business without the employee’s consent.
Wrong
Making inappropriate comments about a co-worker’s physical appearance.
SCENARIO: As the manager responsible for hiring, you’ve 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 applicant’s qualifications without discriminating against any individual, in this case based on the candidate’s 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
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Dealing With Customers and External Parties
Instill and maintain trust in dealings with Prudential’s customers,
shareholders and
partners.
What to know:
Prudential’s 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 Prudential’s 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.
Prudential’s 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 Prudential’s 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 Prudential’s 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 Prudential’s customers and suppliers.
Obtain necessary approvals prior to dealing with any public officials on Prudential’s 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 Prudential’s Code of Conduct


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LOGO

 

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 Prudential’s 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 company’s 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 vendor’s 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 applicant’s 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 Prudential’s 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 Prudential’s 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 Prudential’s Code of Conduct | 15


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LOGO

 

Understand that managing risk is Prudential’s 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 Prudential’s Code of Conduct


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LOGO

 

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 area’s 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 management’s 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 Prudential’s Code of Conduct | 17


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LOGO

 

Protecting Prudential Proprietary Information and Assets
Understand that protecting proprietary information and assets is critical
in meeting Prudential’s obligation to its customers,
shareholders and
Prudential.
What to know:
Information about our customers and our company is another of Prudential’s most valuable assets.
Information can include a customer name or account number, forecasts about Prudential’s 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 Prudential’s brand and logos. Prudential’s iconic Rock symbol is a powerful asset that represents the relevance, expertise and strength of Prudential’s brand. Prudential’s symbols, logos and other intellectual property are important assets and must only be used for permissible purposes.
You are responsible for protecting Prudential’s 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 Prudential’s reputation and the integrity of its proprietary information.
Use Prudential’s information for appropriate business purposes only.
Act in a manner consistent with Prudential’s 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 Prudential’s 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 Prudential’s 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 Prudential’s Code of Conduct


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LOGO

 

What to avoid:
Discussing or sharing Prudential’s 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 Prudential’s 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 Prudential’s 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. You’ve 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 don’t 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 Prudential’s 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 Prudential’s Code of Conduct | 19


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LOGO

 

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 Prudential’s 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
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LOGO

 

CONTACT INFORMATION
How to Raise an Ethical Concern to Prudential’s
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 Prudential’s Code of Conduct | 21


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LOGO

Global Business Ethics & Integrity 751 Broad Street, Newark, New Jersey 07102, USA (800) 752-7024 Rev. March 2016


Table of Contents

Personal Securities

Trading Standards

 


Table of Contents

I NTRODUCTION

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 Prudential’s 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 Prudential’s 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 Prudential’s trade monitoring procedures and trade reporting obligations for Covered and Access Persons, including the authorized broker-dealer requirements.

Section III sets forth Prudential’s 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 Company’s Chief Compliance Officer.

 

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T ABLE OF C ONTENTS

 

I NTRODUCTION

     I  
T ABLE OF C ONTENTS      III  
T ABLE OF C ONTENTS      III  
I. P RUDENTIAL S S TANDARDS ON I NSIDER T RADING      7  

A. Use of Material Nonpublic and Confidential Information

     7  

B. Prudential Insider Trading Rules

     8  

C. What is Nonpublic Information?

     9  

D. What is Material Information?

     9  

E. “Front-running” and “Scalping”

     10  

F. Private Securities Transactions

     11  

G. Charitable Gifts

     11  

H. Penalties for Insider Trading

     11  

1. Penalties for Individuals

     11  

2. Penalties for Supervisors

     12  

3. Penalties for Prudential.

     12  
II. S ECURITIES T RADE M ONITORING FOR C OVERED AND A CCESS P ERSONS      13  

A. The FIS Protegent PTA System

     13  

B. Covered, Access and Supervised Persons

     13  

C. Trade Reporting Requirements

     15  

1. Reporting New Accounts

     15  

2. Personal and Family Member Accounts

     15  

3. Accounts in which purchases and sales are limited to open-end mutual funds

     16  

4. Authorized Broker-Dealer Requirements

     17  

5. Authorized Broker-Dealer Exceptions

     18  

6. Trade Reporting Requirements for Exception Accounts

     19  

7. Discretionary Accounts

     19  

8. Reportable Securities Transactions

     20  

9. Confidentiality of Trading Information

     21  

10. Prohibited Transactions Involving Securities of Prudential Financial, Inc .

     21  

11. Code Violations and Sanctions

     21  

12. Additional Requirements

     22  

 

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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      23  

A. Designated Persons

     23  

B. Specific Trading Requirements

     24  

1. Brokerage Account Requirements for Designated Persons

     24  

2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers

     25  

3. Reporting New Accounts

     26  

4. Trading Windows/Blackout Periods

     26  

5. Preclearance of Trading in Prudential Securities

     26  

6. Prohibited Transactions Involving Securities of Prudential Financial, Inc .

     27  

7. PESP

     28  

C. Supervisory Responsibilities.

     28  

D. Violations of these Standards

     28  
IV. T RADING R ESTRICTIONS FOR A SSOCIATES OF B ROKER -D EALERS      29  

A. Trade Monitoring for Associated Persons of a Broker-Dealer

     29  

1. Notification Requirements for Personal Securities Accounts

     30  

2. Periodic Compliance Training and Sign-off

     30  

3. Requirement for Supervised Persons

     31  

B. Restrictions on the Purchase and Sale of Initial Equity Public Offerings

     31  

C. Private Placements

     32  

D. Code Violations and Sanctions

     32  
V. T RADING R ESTRICTIONS FOR P ORTFOLIO M ANAGEMENT AND T RADING U NITS AND R EGISTERED I NVESTMENT A DVISERS      34  

A. Background

     34  

1. Advisers Act Requirements

     34  

2. Investment Company Act Requirements

     34  

B. Definitions

     35  

C. Conflicts of Interest

     35  

D. Mutual Fund Reporting and Trading Restrictions

     36  

1. Mutual Fund Holding Period

     36  

2. Standards Relating to Reporting and Trading Mutual Funds

     37  

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

     38  

 

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1. Initial Public Offerings

     38  

2. Private Placements

     38  

3. Blackout Periods

     39  

4. Short-Term Trading Profits

     39  

5. Short Sales

     40  

6. Options

     40  

7. Trading Conflicts

     40  

F. Investment Clubs

     40  

G. Prohibited Transactions Involving Securities of Prudential Financial, Inc.

     40  

H. Preclearance

     41  

I. Exemptions

     41  

J. Personal Trade Reporting

     45  

K. Personal Securities Holdings

     45  

L. Service as a Director

     45  

M. Gifts

     46  

N. Code Violations and Sanctions

     46  

O. Reports to Clients

     46  

P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. (“GPSI”)

     47  

1. Initial Public Offerings

     47  

2. Private Placements

     47  

3. Watchlist

     47  

Q. Additional Trading Requirements for certain Covered Persons

     47  

1. Watchlist

     47  

R. Violations of these Standards

     48  

S. Additional Trading Requirements for Access Persons of Pruco Securities, LLC

     48  

1. Pruco Securities Watch List

     48  

2. Initial Public Offerings

     48  

3. Private Placements

     48  
VI. T RADING R ESTRICTIONS OF P RIVATE A SSET M ANAGEMENT U NITS      49  

A. Background

     49  

B. Conflicts of Interest

     49  

C. Requirements of Private-Side Associates

     50  

 

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D. PCG, PGIM Real Estate Finance and PGIM Real Estate Material Nonpublic Information Lists

     51  

E. Investment Clubs

     52  

F. Mutual Fund Reporting and Trading Restrictions

     52  

1. Mutual Fund Holding Period

     52  

2. Standards Relating to Reporting and Trading Mutual Funds

     53  

G. Personal Securities Holdings

     54  

H. Private Placements

     54  

I. Initial Public Offerings

     54  

J. Additional Restrictions for Certain Units

     55  

1. Real Estate Units

     55  

2. PGIM Real Estate – Prudential Retirement Real Estate Fund Restrictions (“PRREF”)

     55  

3. Prudential Capital Group 90-Day Pricing List

     55  

K. Violations of these Standards

     55  
E XHIBITS      57  

Exhibit 1 – Sample Letter to Brokerage Firm

     57  

Exhibit 2a – Acknowledgment of the Personal Securities Trading Standards–US

     58  

Exhibit 2b – Acknowledgment of the Personal Securities Trading Standards - International

     60  

Exhibit 3 – Preclearance and Reporting of Personal Transactions

     62  

Exhibit 4 – DRIP, PESP and PSPP Requirements Relating to Designated Persons

     66  

Exhibit 5 – Index Option and Futures Transactions in Broad-Based Indices that are Exempt from Preclearance & Short-Term Trading Prohibitions

     71  

Exhibit 6 – Personal Securities Holdings Report

     73  

Exhibit 7 – Section  16 Insiders and Designated Persons Preclearance Request Form.

     74  

Exhibit 8 – Non Proprietary Subadvised Mutual Funds

     76  

Exhibit 9 – Initial Public Offering and Private Placement Preclearance Form for Access Persons and Private-Side Associates

     78  

Exhibit 10 – PESP Requirements Relating to PRREF Covered Individuals

     79  

 

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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 Prudential’s 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 anyone’s personal benefit.

 

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Under federal securities law, it is illegal to buy or sell a security while in possession of material nonpublic information relating to the security.1, It is also illegal to “tip” others about inside information. In other words, you may not pass material nonpublic information about an issuer on to others or recommend that they trade the issuer’s securities.

Insider trading is an extremely complex area of the law principally regulated by the Securities and Exchange Commission (“SEC”). If you have any questions concerning the law or a particular situation, you should consult with the Compliance Department or the Law Department. If you believe that you may have material nonpublic information about a public company obtained in the course of your position, or if you are in a portfolio or asset management unit and you believe you may have material nonpublic information regardless of the source, you should notify your Chief Compliance Officer so that the securities can be monitored and/or placed on a restricted list as appropriate.

B. Prudential Insider Trading Rules

Below are rules concerning insider trading. Failure to comply with these rules could result in violations of the federal securities laws and subject you to severe penalties described in Section I.H . Violations of these rules also may result in discipline by Prudential up to and including termination of employment.

 

(1) You may not buy or sell securities issued by Prudential or any other public company if you are in possession of material nonpublic information relating to those companies.3 This restriction applies to transactions for you, members of your family, Prudential or any other person for whom you may buy or sell securities. In addition, you may not recommend to others that they buy or sell that security while in possession of material nonpublic information.

 

(2) If you are aware that Prudential is considering or actually trading any security for any account it manages, you must regard that as material nonpublic information. Accordingly, you may not make any trade or recommendation involving that security until seven calendar days after you know that such trading is no longer being considered or until seven calendar days after Prudential ceases trading in that security, whichever is longer. In addition, you must treat any nonpublic information about portfolio holdings of any registered investment company managed by Prudential as material nonpublic information.

 

 

1 Rule 10b5-1(c), adopted by the Securities and Exchange Commission, provides for an affirmative defense to allegations of insider trading for trades implemented in accordance with a Rule 10b5-1(c) trading plan (“Individual Trading Plan”). Certain Prudential employees may be eligible to enter into an Individual Trading Plan with respect to certain sales of Prudential securities and exercises of Prudential employee stock options. Any Individual Trading Plan must be precleared in accordance with Company standards. These individuals have been specifically notified.

2 In some circumstances, additional elements may be required for there to be a violation of law, including scienter and breach of a duty.

3 Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.

 

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(3) You may not communicate material nonpublic information to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential (i.e., individuals with a “need to know”).

 

(4) You should refrain from buying or selling securities issued by any companies about which you are involved in confidential analysis. In addition, you may not communicate any information regarding the confidential analysis of the company, or that Prudential is even evaluating the company, to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential.

C. What is Nonpublic Information?

Nonpublic information is information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, on the television, on the radio, or in a publicly disseminated disclosure document (such as a proxy statement or prospectus), you may consider the information to be public. If the information is not available in the general media or in a public filing, you should consider it to be nonpublic. Neither partial disclosure (disclosure of part of the information) nor the existence of rumors is sufficient to consider the information to be public. If you are uncertain as to whether information is nonpublic, you should consult the Law Department or your Chief Compliance Officer.

While you must be especially alert to sensitive information, you may consider information received directly from a designated company spokesperson to be public information unless you know or have reason to believe that such information is not generally available to the investing public. An associate working on a private securities transaction who receives information from a company representative regarding the transaction should presume that the information is nonpublic.

Example :

When telling a Prudential analyst certain information about the company, a company representative gives indication that the information may be nonpublic by saying: “This is not generally known but . . .” In such a situation, the analyst should assume that the information is nonpublic.

D. What is Material Information?

There is no statutory definition of material information. You should assume that information is material if an investor, considering all the surrounding facts and circumstances, would find such information important in deciding whether or when to buy, sell, or hold a security. In general, any nonpublic information that, if announced, could affect the price of the security should be considered to be material information. If you are not sure whether nonpublic information is material, you should consult the Law Department or your Chief Compliance Officer.

 

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Material information may be about Prudential or another public company.

Examples :

 

  Information about a company’s earnings or dividends (e.g., whether earnings will increase or decrease);

 

  Information about a company’s physical assets (e.g., an oil discovery, a fire that destroyed a factory, or an environmental problem);

 

  Information about a company’s personnel (e.g., a valuable employee leaving or becoming seriously ill);

 

  Information about a company’s pension plans (e.g., the removal of assets from an over-funded plan or an increase or decrease in future contributions);

 

  Information about a company’s 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 company’s 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 company’s products to plummet.

Material information may also include information about Prudential’s 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 Prudential’s trades is prohibited by Prudential’s 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 Prudential’s trading intentions, knowingly makes a trade in the same direction as Prudential just before

 

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Prudential makes its trade. Examples include buying a security just before Prudential buys that security (in the expectation that the price may rise based on such purchase) or selling a security just before Prudential sells such security (in the expectation that such sale will lead to a drop in price).

Scalping is making a trade in the opposite direction just after Prudential’s 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.

G. Charitable Gifts

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

1.   Penalties for Individuals

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 plan’s investment.

 

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2. Penalties for Supervisors

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.

3. Penalties for Prudential

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 Prudential’s ability to conduct certain business activities including broker-dealer, investment adviser, and investment company activities.

 

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II. S ECURITIES T RADE M ONITORING FOR C OVERED AND A CCESS P ERSONS

A. The FIS Protegent PTA System

Federal Law requires all broker-dealers and investment advisers to establish procedures to prevent insider trading by their associates. In addition, the Federal Sentencing Guidelines require companies to establish reasonable procedures to prevent and detect violations of the law. To comply with these and other similar laws and rules, Prudential has developed the Personal Securities Trading Standards to assist in preventing the misuse of material nonpublic information about Prudential or other public companies. All employees are held to the general principles of these Standards to ensure the proper use of material nonpublic information.

However, certain employees are required to have their personal trading activities monitored and may be subject to additional restrictions. Prudential has established a program to monitor the personal securities trading of associates with routine access to nonpublic corporate information about Prudential or any external public company, portfolio management activities, nonpublic mutual fund holdings information or other sensitive information. These individuals are required to have their personal securities transactions monitored in the securities trade monitoring system known as FIS Protegent PTA 5,6

B. Covered, Access and Supervised Persons

Certain employees are classified as “Covered” or “Access” Persons (as defined below).7 These individuals are categorized based on the information to which they have access or their role within the organization. Covered and Access Persons are required to report their personal securities transactions and conform to the authorized broker-dealer requirements (discussed below). Individuals classified as “Access”, “Covered” and “Designated Persons” (as defined in Section III.A. ) are collectively referred to as “Monitored Persons” under these Standards.

“Access Persons” - Associates who work in or support portfolio management activities, have access to nonpublic investment advisory client trading information or recommendations or have access to nonpublic portfolio holdings of mutual funds. See Section V for specific requirements. Certain Access Persons are subject to preclearance

 

 

5 Jennison Associates maintain a separate personal trading policy and monitoring system which may differ from these Standards. Any differences between the Jennison Associates policy and these Standards must be approved by the Chief Compliance Officer of Prudential.

6 In certain circumstances due to local law and administrative issues, employees located outside the U.S. are monitored locally by the business unit compliance department.

7 In certain circumstances temporary workers, consultants or independent contractors may be subject to certain aspects of these Standards based on their access to confidential information. Temporary employees should contact their business unit compliance officer with any questions about their obligations.

 

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of all personal securities trading activity, while other Access Persons may only be subject to specific trading restrictions.

“Covered Persons” – Associates, other than Access Persons, who may have access to sensitive or confidential information about third parties or external companies or those individuals who the Company determines should be monitored due to their role in the organization.    Certain Covered Persons may be subject to preclearance of personal securities trading activity, depending on their access to material non-public information. 8

“Supervised Persons” - Individuals who are officers, directors and employees of a registered investment adviser, as well as certain other individuals who provide advice on behalf of the adviser and are subject to the adviser’s 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

1.  Reporting New Accounts

Covered and Access Persons must promptly report any new bank or brokerage accounts in which securities can be held to the Securities Monitoring Unit, including new account numbers, to ensure that transaction records are sent to the Securities Monitoring Unit. Beginning in 2017, brokerage accounts and mutual fund investment accounts activated in connection with Health Savings Accounts, including Cigna Health Savings Accounts, must be reported to the Securities Monitoring Unit. These accounts are reportable in accordance with the requirements of these Standards.

Employees should disclose account information on the Acknowledgment of the Personal Securities Trading Standards form, to PST.Help@Prudential.com, or complete electronically through FIS Protegent PTA Preclearance which can be accessed by typing PST into your browser. We recommend that you bookmark this link for future use. Monitored associates are required to report new accounts within thirty days of activating the account.

2.   Personal and Family Member Accounts

You are required to report, in the manner described above, all securities accounts in which you have a beneficial interest, including the following:

 

(1) Personal accounts;

 

(2) Accounts in which your spouse has a beneficial interest; 10

 

(3) Accounts in which your minor children or any dependent family member has a beneficial interest; 10

 

(4) Joint or tenant-in-common accounts in which you are a participant;

 

(5) Accounts for which you act as trustee, executor or custodian;

 

(6) Accounts over which you exercise control or have any investment discretion, including accounts of family members and other persons that reside at locations other than your residence; and

 

(7) Accounts of any individual to whose financial support you materially contribute. 11

 

 

10 Due to applicable laws, employees located in Japan are not required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest.

11 For example, this could include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support. These situations should be reviewed on a case by case basis by the business unit compliance officer or Securities Monitoring Unit.

 

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3.    Accounts in which purchases and sales are limited to open-end mutual funds

Investment Personnel, Access Persons, Public-Side Associates and Private-Side Associates must report new brokerage accounts even if they are limited to open-end mutual funds. However, this requirement does not apply to 401(k) accounts, variable annuities, transfer agency accounts and 529 plans acquired directly from the state. Furthermore, authorized broker-dealer requirements, preclearance, duplicate confirmations and statements are not required for mutual fund only accounts. Additionally, the holdings in mutual fund only accounts do not require disclosure on Personal Securities Holdings Reports.

Some mutual fund companies allow mutual fund shares to be purchased and held directly through the fund’s 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 spouse’s 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 person’s 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.

7. Discretionary Accounts

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 account’s 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 Prudential’s 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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12.   Additional Requirements

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 Persons

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 Prudential’s 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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3. Reporting New Accounts

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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7. PESP

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 Person’s 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 employee’s 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 PAD’s 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 Prudential’s 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-Dealer’s compliance manual and as set forth in Prudential’s 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 Prudential’s 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 Person’s 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.

C. Private Placements

In order to review private placement transactions in relation to certain conflicts of interest that may arise, all associates of Prudential’s 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 officer’s 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 unit’s 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

A.    Background

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.

1. Advisers Act Requirements

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 Prudential’s 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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B. Definitions

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 PI’s 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.

C. Conflicts of Interest

Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s 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 Company’s 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 individual’s 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 issuer’s 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.

1. Mutual Fund Holding Period

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 Prudential’s 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.

1. Initial Public Offerings

Investment Personnel, excluding SIRG’s Investment Personnel, are prohibited from purchasing initial public offerings of securities.55 Access Persons and SIRG’s 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.

2. Private Placements

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 unit’s 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 portfolio’s 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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3. Blackout Periods

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.

4. Short-Term Trading Profits

Investment Personnel, excluding SIRG’s 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 SIRG’s 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

5. Short Sales

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.

6. Options

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.

7. Trading Conflicts

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.

F. Investment Clubs

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.

H. Preclearance

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.

I. Exemptions

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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J. Personal Trade Reporting

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.)

L. Service as a Director

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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M. Gifts

Consistent with Prudential’s 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.

O. Reports to Clients

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.

1. Initial Public Offerings

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.

2. Private Placements

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.

3. Watchlist

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

1. Watchlist

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.

2. Initial Public Offerings

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.

3. Private Placements

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

A.   Background

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 Prudential’s 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.

B. Conflicts of Interest

Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s 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 Company’s 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 individual’s 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 associate’s spouse has a beneficial interest;

 

  Accounts in which the associate’s 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 Standards—Private-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 associate’s 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 PCG’s 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.

E. Investment Clubs

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.

1. Mutual Fund Holding Period

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 Prudential’s 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.)

H. Private Placements

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.

I. Initial Public Offerings

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

1.    Real Estate 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 PCG’s 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-
clearance for Access

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
Proprietary Non-Money Market

Non-proprietary subadvised Non-Money Market

Proprietary and Non-Proprietary Off- Shore Funds

 

Money Market Funds
Non Affiliated

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
Yes

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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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.

 

 

Derivatives

 

 

Any Exchange Traded, NASDAQ, or OTC Option or Future including but not limited to:

Security Futures/Single Stock Futures All other Futures (Including Financial Futures)

Options on Foreign Currency

 

Options on Futures

Options on Indexes

Options on Securities

 

 

Yes

No

 

Yes

 

Yes

Yes

Yes

 

 

Yes

No- see comments

 

Yes – only FI Investment Personnel; for all others No preclearance required.

 

Yes

Yes-  see comments

Yes

 

 

Purchases and Sales of options on indexes must be precleared except as noted in Exhibit 5.

Exercises of options (other than Prudential Employee Stock Options) do not require preclearance.

 

PGIM/QMA Associated Persons with the National Futures Association are prohibited from trading futures in their personal trading accounts and are prohibited from maintaining

a personal futures trading account.

 

 

Foreign

Currency

     

 

No

 

 

No

 

 

Exchanges made for personal travel are not reportable.

 

 

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Investment
Category/
Method –
CONTINUED
  Sub-Category  

Reportable

(Yes/No)

 

Requires Pre-
clearance for
Access and
Investment
Personnel 97

 

  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, RSU’s 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-
clearance for
Access and
Investment

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
required for Designated
Persons at levels 1-6 and 56A

and 560, as well as QMA
Designated Persons

 

 

Prohibited

 

Allocation Changes to
future contributions
involving the PFI Common
Stock Fund

 

 

Permitted - No preclearance
required

 

 

Permitted

 

Automatic Rebalancing
Elections
affecting the PFI Common Stock Fund 99

 

Permitted - Preclearance
required for Designated
Persons at levels 1 – 6 and
56A and 560, as well as QMA

Designated Persons

 

 

Prohibited

 

On-Demand Rebalancing
affecting the PFI Common
Stock Fund 100

 

Permitted - Preclearance
required for Designated
Persons at levels 1 – 6 and
56A and 560, as well as QMA
Designated Persons

 

 

 

 

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.

 

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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

 

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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

 

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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

 

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Exhibit 5 – Index Option and Futures Transactions in Broad-Based Indices that are Exempt from Preclearance & Short-Term Trading Prohibitions

 

Index options and futures that track the indices below are exempt from preclearance and the short-term trading prohibitions of these Standards.

 

Exchange traded funds, including options on such funds, that track the indices below are exempt from the short-term trading prohibitions of these Standards. However, all exchange traded funds, including options on such funds, must be precleared.

 

TICKER SYMBOL    DESCRIPTION
AGG    Barclays Capital U.S. Aggregate Index
VXD    CBOE Dow Jones Industrial Volatility Index
MNX    CBOE Mini-NDX (1 tenth value of NDX Index)
VXN    CBOE Nasdaq Volatility Index
VIX    CBOE Volatility Index
AW02    FTSE All-World ex US Index
FTSE    FTSE 100
FTLC    FTSE 350
IBOXIG    iBoxx $ Liquid Investment Grade Index
LBUTTRUU    Bloomberg Barclays U.S. TIPS Index
MZUSB    MSCI U.S. Broad Based Market Index
NDDUEAFE    MSCI EAFE
NDUEEGF    MSCI Emerging Markets
NDX    NASDAQ – 100
RAG    Russell 3000 Growth
RAV    Russell 3000 Value
RDG    Russell MidCap Growth
RUI    Russell 1000
RLG    Russell 1000 Growth
RLV    Russell 1000 Value
RMC    Russell MidCap
RMV    Russell Midcap Value
RUA    Russell 3000
RUT    Russell 2000
RUJ    Russell 2000 Value
RUO    Russell 2000 Growth
SPX    S&P 500 Index
MID-X    S&P Midcap 400
SML    S&P Small Cap 600
     Treasury Indices – any index comprised of Treasury securities

 

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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:                                             
   Employee’s 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

                                                                                                                                                            
                                                                                                                                                            

 

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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.

 

                                                     
         [Employee’s 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.)                  (employee’s initials)

 

Account in which transaction will take place:    Brokerage Firm                                                      
   Account No.                                                          

 

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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:                     

 

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Table of Contents

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 QMA’s 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 Jennison’s, Fixed Income’s and Prudential Investment’s 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 QMA’s 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.

 

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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

 

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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.

Employee’s 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:                      

 

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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

LOGO

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 firm’s 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; consultant’s 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 person’s 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 person’s 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 issuer’s 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 company’s 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 firm’s 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 client’s holdings will be reported solely in order to make the client’s 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 day’s 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 one’s own account, or the account of client, while taking advantage of advance knowledge of another client’s 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

 

Page      - 5 -


candidates to be CFA charterholders). As such, there are additional responsibilities incumbent upon such individuals to comply with the CFA Institute’s 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 client’s 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 client’s 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 Institute’s 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 person’s 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

 

Page      - 6 -


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 FCPA’s 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 firm’s Political Activity Policy. Covered Persons are advised to closely review the firm’s 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 person’s 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 Person’s spouse, domestic partner or other similar relationship, (ii) the Access Person’s 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 Person’s 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 firm’s 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 firm’s 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 firm’s “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

 

LOGO

 

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

 

2


Code of Ethics      2017  

 

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 Group’s 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 Group’s Compliance Committee.

2. Ethical Principles

2.1 Introduction

Baillie Gifford’s 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 Gifford’s 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 Gifford’s 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 Gifford’s conflicts procedures.

Baillie Gifford’s 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 Group’s clients ahead of their own and resolve conflicts in favour of the Group’s 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 individual’s 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 Gifford’s clients or take unfair advantage of Baillie Gifford’s 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 firm’s 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 Gifford’s 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 firm’s 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 Gifford’s first priority is in ensuring that in all circumstances, the firm’s 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 Gifford’s 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 firm’s 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 member’s 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 Gifford’s 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 stockbroker’s 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 Gifford’s investment business.

Note : No broker confirmation letters are required for transactions undertaken in an automatic investment plan. Furthermore, no Non–Executive 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 Director’s 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 client’s 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. Non–Executive 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 firm’s 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 Gifford’s 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 Gifford’s 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 Gifford’s 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 Gifford’s clients have specific code of ethics requirements which go beyond Baillie Gifford’s 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 client’s 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 intermediary’s 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 Gifford’s 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 firm’s 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 firm’s business

 

    Access to 3rd party electronic dealing or quotation systems

 

    Software giving information about the firm’s 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 intermediary’s general IT systems would not be permitted.

 

10. Generic technical information in writing, not necessarily related to the firm’s 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 Gifford’s 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 member’s registers persons.

Small gifts of less than $100 per year per recipient are aggregated toward the annual gift limit. For further information on BGFS’s 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 FCA’s 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 SEC’s 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 Gifford’s 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 firm’s 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 Council’s 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 firm’s Disciplinary Procedure .

6.10 Client Specific Whistleblowing Obligations

Several of Baillie Gifford’s 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.

 

24


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 management’s 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 Adviser’s 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 Person’s 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 individual’s 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 another’s 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 Adviser’s 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 Adviser’s 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 person’s 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 person’s 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 Code’s 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 one’s 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 Trust’s 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 Person’s 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 employee’s 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 Adviser’s 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 Adviser’s 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 Adviser’s 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 Adviser’s 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

stepchild

 

spouse

 

daughter-in-law

grandchild

 

sibling

 

brother-in-law

parent

 

mother-in-law

 

sister-in-law

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.

 

 

Access Person’s/Investment Person’s Signature

 

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?  

 

 
Name of Access Person/Investment Person:  

 

 
Name of Account Holder:  

 

 
Relationship to Access Person/Investment Person:  

 

 

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.

        

2.

        

3.

        

4.

        

5.

        
(Attach separate sheets as necessary)        

SECURITIES ACCOUNTS:

 

Account Name

   Account Number      Date Account Opened      Name of Broker/Dealer/Bank  

1.

        

2.

        

3.

        

4.

        

(Attach separate sheets as necessary)

 

     

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.

 

 

     
Access Person/Investment Person Signature      

 

     

 

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 Adviser’s 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.

 

     

Independent Fund Trustee/Manager Signature

     

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 Officer’s signature on an appropriate preclearance form for such securities also shall suffice for record keeping purposes.

Name:                                                                                           

 

Date of Request   

 

  
Name of IPO / Private Placement:   

 

  
Date of Offering:   

 

  
Number of Shares/Interests   

 

  
Price:   

 

  
Name of Broker/Dealer/Bank   

 

  

 

I have cleared the IPO / Private Placement transaction described above.

Reasons supporting the decision to approve the above transaction:

 

 

Name of Compliance Officer

 

Signature of Compliance Officer

 

Date