As filed with the Securities and Exchange Commission on February 13, 2019.
Registration Nos.
2-99356
811-04367
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
N-1A
REGISTRATION STATEMENT
UNDER
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THE SECURITIES ACT OF 1933
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Pre-Effective
Amendment No. ____
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☐
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Post-Effective Amendment No. 344
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and/or
REGISTRATION STATEMENT
UNDER
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THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 348
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(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 Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800)
345-6611
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Christopher O. Petersen, Esq.
c/o Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, Massachusetts 02110
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Ryan C. Larrenaga, Esq.
c/o Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, Massachusetts 02110
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(Name and Address of Agents for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
This Post-Effective Amendment relates to Multi-Manager Small Cap Equity Strategies Fund.
EXPLANATORY NOTE
This Post-Effective Amendment No. 344 to the Registration Statement on Form
N-1A
(File
No. 2-99356)
is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement.
Accordingly, this Post-Effective Amendment No. 344 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form
N-1A.
This Post-Effective Amendment No. 344
does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this
Post-Effective Amendment No. 344 shall become effective upon filing with the SEC.
PART C. OTHER INFORMATION
Item 28. Exhibits
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(a)(1)
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Second Amended and Restated Agreement and Declaration of Trust, dated August 10, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (a)(1)), filed on September 16, 2005.
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(a)(2)
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Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust, effective September 19, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (a)(2)), filed on September 16, 2005.
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(a)(3)
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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.
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(a)(4)
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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.
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(a)(5)
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Amendment No. 4 to Second Amended and Restated Agreement and Declaration of Trust, effective December 13, 2018, is incorporated by reference to Post-Effective Amendment No. 342 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (a)(5)), filed on December 21, 2018.
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(b)
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Amended and Restated
By-laws
of the Registrant, effective October 20, 2015, are incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (b)), filed on December 22, 2015.
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(c)
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Not Applicable.
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(d)(1)
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Amended and Restated Management Agreement, as of April 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, is incorporated by reference to Post-Effective
Amendment No. 257 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(1)), filed on April 27, 2016.
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(d)(1)(i)
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Schedule A and Schedule B, as of December 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. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(1)(i)), filed on November 27, 2018.
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(d)(2)
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Amended and Restated Management Agreement, as of October 25, 2016, between Columbia Management Investment Advisers, LLC, Columbia Funds Variable Insurance Trust and the Registrant, effective June 16, 2015, is incorporated
by reference to Post-Effective Amendment No. 68 to Registration Statement
No. 033-14954
of Columbia Funds Variable Insurance Trust on Form
N-1A
(Exhibit
(d)(2)), filed on October 31, 2016.
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(d)(2)(i)
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Schedule A and Schedule B, as of 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.
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(d)(3)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, dated March 7, 2012, is incorporated by reference to Post-Effective
Amendment
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No. 196 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(3)), filed on May 30, 2014.
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(d)(3)(i)
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Addendum, dated March 7, 2012, to the Subadvisory Agreement, dated March 7, 2012, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Alternative Strategies Fund
is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(3)(1)),
filed on May 30, 2014.
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(d)(3)(ii)
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Amendment No. 1, dated August 18, 2016 to the Subadvisory Agreement dated March 7, 2012, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Multi-Manager Directional
Alternative Strategies Fund is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(3)(ii)), filed on September 30, 2016.
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(d)(4)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and EAM Investors, LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 99356 of the Registrant on Form
N-1A
(Exhibit (d)(5)), filed on May 30, 2014.
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(d)(5)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and PGIM, Inc., the asset management arm of Prudential Financial, dated March 9, 2016, is incorporated by reference to Post-Effective Amendment
No. 259 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(6)), filed on May 16, 2016.
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(d)(5)(i)
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Amendment No. 1, dated June 29, 2018, to the 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. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(6)(i)), filed
on November 27, 2018.
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(d)(6)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC, dated February 6, 2013, last amended January 25, 2017, is incorporated by reference to Post-Effective
Amendment No. 293 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(7)), filed on March 29, 2017.
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(d)(6)(i)
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Addendum – Authorization to Enter Into
Over-The-Counter
And/Or Exchange Traded Derivatives between Columbia Management Investment Advisers, LLC and
TCW Investment Management Company LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(7)(1)), filed on May 30, 2014.
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(d)(7)
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Subadvisory Agreement among Columbia Management Investment Advisers, LLC and Threadneedle International Limited, dated March 5, 2014, is incorporated by reference to Post-Effective Amendment No. 236 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)), filed on August 26, 2015.
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(d)(7)(i)
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Amendment No. 1, dated December 19, 2014, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment
No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(i)), filed on August 26, 2015.
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(d)(7)(ii)
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Amendment No. 2, dated March 4, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment
No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(ii)), filed on August 26,
2015.
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(d)(7)(iii)
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Amendment No. 3, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited is incorporated by reference to Post-Effective Amendment
No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(iii)), filed on August 26, 2015.
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(d)(7)(iv)
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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.
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(d)(7)(v)
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Form of Amendment No. 5, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 324 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(8)(v)), filed on May 4, 2018.
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(d)(7)(vi)
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Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CAAF Offshore Fund Ltd., a
subsidiary of Columbia Alternative Beta Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(10)(vii)), filed on August 26, 2015.
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(d)(8)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC, dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(9)), filed on May 30, 2014.
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(d)(9)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC, dated June 11, 2014, is incorporated by reference to Post-Effective Amendment No. 205 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(11)), filed on August 28, 2014.
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(d)(19)(i)
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Amendment No. 1, dated June 1, 2018, to the 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. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(11)(i)), filed on November 27,
2018.
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(d)(10)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 196 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(12)), filed on May 30, 2014.
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(d)(10)(i)
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Amendment No.1, dated March 9, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is incorporated by reference to
Post-Effective Amendment No. 256 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(14)(i)), filed on April 11,
2016.
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(d)(11)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 243 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(16)), filed on October 26, 2015.
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(d)(11)(i)
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Amendment No.1, as of May 1, 2017, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., dated October 20, 2015, is incorporated by reference to Post-Effective
Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(13)(i)), filed on April 26,
2017.
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(d)(11)(ii)
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Amendment No. 2, as of August 2, 2018, 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. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(13)(i)), filed on November 27,
2018.
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(d)(12)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Boston Partners Global Investors Inc., on behalf of Multi-Manager Directional Alternative Strategies Fund, dated August 18, 2016, is incorporated by
reference to Post-Effective Amendment No. 276 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(15)), filed on
September 30, 2016.
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(d)(12)(i)
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Amendment No. 1, dated June 26, 2018, to the 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. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(14)(i)), filed on November 27, 2018.
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(d)(13)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Wells Capital Management Incorporated, on behalf of Multi-Manager Directional Alternative Strategies Fund, dated November 1, 2018, is incorporated
by reference to Post-Effective Amendment No. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(15)), filed on
November 27, 2018.
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(d)(14)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., on behalf of Multi-Manager Growth Strategies Fund, dated January 25, 2017, is incorporated by
reference to Post-Effective Amendment No. 288 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(16)), filed on February 7,
2017.
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(d)(14)(i)
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Amendment No. 1, dated May 31, 2018, to the 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, dated January 25, 2017, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(16)(i)), filed on November 27, 2018.
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(d)(15)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Manulife Asset Management (US) LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective September 13, 2017, is 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.
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(d)(16)
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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 incorporated
by reference to Post-Effective Amendment No. 324 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(18)), filed on May 4,
2018.
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(d)(17)
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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 incorporated by
reference to Post-Effective Amendment No. 324 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(19)), filed on May 4,
2018.
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(d)(18)
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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 incorporated by
reference to Post-Effective Amendment No. 324 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(20)), filed on May 4,
2018.
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(d)(19)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AlphaSimplex Group, LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective May 23, 2018, is incorporated by reference to
Post-Effective Amendment No. 327 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(21)), filed on May 23, 2018.
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(d)(19)(i)
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Addendum to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AlphaSimplex Group, LLC, on behalf of Multi-Manager Alternative Strategies Fund, effective May 23, 2018, is incorporated by
reference to Post-Effective Amendment No. 327 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(21)(i)), filed on May 23,
2018.
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(d)(20)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Voya Investment Management Co. LLC, on behalf of Multi-Manager Total Return Bond Strategies Fund, dated December 6, 2018, is incorporated by
reference to Post-Effective Amendment No. 339 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(22)), filed on December 6,
2018.
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(d)(21)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and J.P. Morgan Investment Management Inc., on behalf of Multi-Manager Small Cap Equity Strategies Fund, dated December 19, 2018, is incorporated by
reference to Post-Effective Amendment No. 341 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(23)), filed on
December 19, 2018.
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(d)(22)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Hotchkis and Wiley Capital Management, LLC, on behalf of Multi-Manager Small Cap Equity Strategies Fund, effective February 13, 2019, is filed
herewith as Exhibit (d)(22) to Post-Effective Amendment No. 344 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A.
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(d)(23)
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Management Agreement between Columbia Management Investment Advisers, LLC and CAAF Offshore Fund, Ltd., a subsidiary of Columbia Alternative Beta Fund, effective October 1, 2015, is incorporated by reference to Post-Effective
Amendment No. 239 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(18)), filed on September 28, 2015.
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(d)(24)
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Management Agreement between Columbia Management Investment Advisers, LLC and ASGM Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to
Post-Effective Amendment No. 248 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(22)), filed on December 22,
2015.
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(d)(25)
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Management Agreement between Columbia Management Investment Advisers, LLC and ASMF Offshore Fund, Ltd., a subsidiary of Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to
Post-Effective Amendment No. 248 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (d)(23)), filed on December 22,
2015.
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(e)(1)
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Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 256 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (e)(1)), filed on April 11, 2016.
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(e)(1)(i)
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Restated Schedule I, effective 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
incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (e)(1)(i)), filed
on May 4, 2018.
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(e)(2)
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Form of Mutual Fund Sales Agreement is incorporated by reference to Post-Effective Amendment No. 293 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (e)(2)), filed on March 29, 2017.
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(f)
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Form of Deferred Compensation Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (f)), filed on May 30, 2014.
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(g)(1)
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Second Amended and Restated Master Global Custody Agreement between certain Funds and JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 124 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(2)), filed on April 29, 2011.
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(g)(2)
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Addendum to Master Global Custody Agreement (related to Multi-Manager Alternative Strategies Fund, Multi-Manager Total Return Bond Strategies Fund, Multi-Manager Small Cap Equity Strategies Fund and Multi-Manager Growth Strategies
Fund), dated March 9, 2012 and Addendum to Master Global Custody Agreement (related to Columbia Adaptive Risk Allocation Fund), dated June 11, 2012, are incorporated by reference to Post-Effective Amendment No. 196 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(2)), filed on May 30, 2014.
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(g)(3)
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Addendum to Master Global Custody Agreement (related to Columbia Alternative Beta Fund), dated January 15, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(3)), filed on February 27, 2015.
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(g)(4)
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Addendum to Master Global Custody Agreement (related to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund), dated March 18, 2015, is incorporated by reference to Post-Effective Amendment No. 223 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(4)), filed on March 24, 2015.
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|
|
|
|
(g)(5)
|
|
Side letter (related to the China Connect Service on behalf of Columbia Emerging Markets Fund, Columbia Greater China Fund and Columbia Pacific/Asia Fund), dated 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.
|
|
|
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|
(g)(6)
|
|
Addendum to Master Global Custody Agreement (related to Multi-Manager Directional Alternative Strategies Fund), is incorporated by reference to Post-Effective Amendment No. 276 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(6)), filed on September 30, 2016.
|
|
|
|
|
(g)(7)
|
|
Addendum to Master Global Custody Agreement (related to Columbia Adaptive Retirement 2020 Fund, Columbia Adaptive Retirement 2030 Fund, Columbia Adaptive Retirement 2040 Fund, Columbia Adaptive Retirement 2050 Fund, Columbia
Adaptive Retirement 2060 Fund, Columbia Solutions Aggressive Portfolio and Columbia Solutions Conservative Portfolio) is incorporated by reference to Post-Effective Amendment No. 308 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(7)), filed on October 20, 2017.
|
|
|
|
|
(g)(8)
|
|
Addendum to Master Global Custody Agreement (related to Columbia Adaptive Retirement 2025 Fund, Columbia Adaptive Retirement 2035 Fund, Columbia Adaptive Retirement 2045 Fund and Columbia Adaptive Retirement 2055 Fund) is
incorporated by reference to Post-Effective Amendment No. 318 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(8)), filed on
March 29, 2018.
|
|
|
|
|
(g)(9)
|
|
Addendum to Master Global Custody Agreement (related to Multi-Manager International Equity Strategies Fund) is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(9)), filed on May 4, 2018.
|
|
|
|
|
(g)(10)
|
|
Addendum, effective April 4, 2016, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference
to
|
|
|
|
|
|
|
|
|
|
|
Post-Effective Amendment No. 297 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (g)(7)), filed on May 30,
2017.
|
|
|
|
|
(h)(1)
|
|
Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, is incorporated by reference to Post-Effective
Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(1)), filed on April 26, 2017.
|
|
|
|
|
(h)(1)(i)
|
|
Schedule A and Schedule B, effective July 1, 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 incorporated by reference to Post-Effective Amendment No. 330 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(1)(i)), filed on July 26, 2018.
|
|
|
|
|
(h)(2)
|
|
Form of Indemnification Agreement is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (h)(6)), filed on March 24, 2006.
|
|
|
|
|
(h)(3)
|
|
Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment
Services Corp., the Registrant and Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 264 to Registration Statement
No. 2-99356
of the Registrant on
Form
N-1A
(Exhibit (h)(4)), filed on June 29, 2016.
|
|
|
|
|
(h)(3)(i)
|
|
Restated Schedule A, effective 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 5, 2017, is incorporated by reference to Post-Effective Amendment No. 328 to Registration Statement
No. 2-99356
of the
Registrant on Form
N-1A
(Exhibit (h)(7)), filed on May 29, 2018.
|
|
|
|
|
(h)(8)
|
|
Amended and Restated Credit Agreement, as of December 4, 2018, is incorporated by reference to Post-Effective Amendment No. 190 to Registration Statement
No. 333-146374
of
Columbia Funds Series Trust II on Form
N-1A
(Exhibit (h)(8)), filed on December 21, 2018.
|
|
|
|
|
(h)(9)
|
|
Master Inter-Fund Lending Agreement, dated May 1, 2018, is incorporated by reference to Post-Effective Amendment No. 179 to Registration Statement
No. 333-131683
of Columbia
Funds Series Trust II on Form
N-1A
(Exhibit (h)(11)), filed on May 25, 2018.
|
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|
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|
|
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|
(h)(9)(i)
|
|
Schedule A and Schedule B, effective September 1, 2018, to the Master Inter-Fund Lending Agreement, dated May 1, 2018, are incorporated by reference to Post-Effective Amendment No. 186 to Registration Statement
No. 333-131683
of Columbia Funds Series Trust II on Form
N-1A
(Exhibit (h)(8)(i)), filed on September 27, 2018.
|
|
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|
|
(i)(1)
|
|
Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (i)), filed on September 16, 2005.
|
|
|
|
|
(i)(2)
|
|
Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (i)(2)), filed on January 16, 2008.
|
|
|
|
|
(i)(3)
|
|
Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 81 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (i)(3)), filed on November 25, 2008.
|
|
|
|
|
(i)(4)
|
|
Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 95 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (i)(4)), filed on November 20, 2009.
|
|
|
|
|
(i)(5)
|
|
Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 143 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (i)(5)), filed on March 14, 2012.
|
|
|
|
|
(i)(6)
|
|
Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Adaptive Risk Allocation Fund, is incorporated by reference to Post-Effective Amendment No. 153 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (I)(6)), filed on June 15, 2012.
|
|
|
|
|
(i)(7)
|
|
Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Alternative Beta 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)(8)
|
|
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)(9)
|
|
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)(10)
|
|
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)(11)
|
|
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)(12)
|
|
Opinion of Counsel of Ropes & Gray LLP, with respect to Multi-Manager International Equity Strategies Fund, is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (i)(13)), filed on May 4, 2018.
|
|
|
|
|
(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 March 7, 2018, is incorporated by reference to Post-Effective Amendment No. 328 to Registration Statement
No. 2-99356
of the
Registrant on Form
N-1A
(Exhibit (m)(1)), filed on May 29, 2018.
|
|
|
|
|
(m)(2)
|
|
Amended and Restated Shareholder Servicing Plan, as of March 7, 2018, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 328 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (m)(2)), filed on May 29, 2018.
|
|
|
|
|
(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 March 7, 2018, 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. 328 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (m)(5)(i)), filed on May 29,
2018.
|
|
|
|
|
(n)
|
|
Rule 18f – 3 Multi-Class Plan, amended and restated as of March 9, 2018, is incorporated by reference to Post-Effective Amendment No. 328 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (n)), filed on May 29, 2018.
|
|
|
|
|
(o)
|
|
Reserved.
|
|
|
|
|
|
|
|
|
(p)(1)
|
|
Code of Ethics of Columbia Atlantic Board Funds, effective February 2016, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement
No. 2-99356
of
the Registrant on Form
N-1A
(Exhibit (p)(1)), filed on April 11, 2016.
|
|
|
|
|
(p)(2)
|
|
Ameriprise Global Asset Management Personal Trading Account Dealing and Code of Ethics Policy, effective December 27, 2017, is incorporated by reference to Post-Effective Amendment No. 315 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(2)), filed on February 1, 2018.
|
|
|
|
|
(p)(3)
|
|
Code of Ethics of AQR Capital Management, LLC (a subadviser of Multi-Manager Alternative Strategies Fund and Multi-Manager Directional Alternative Strategies Fund), effective February 2016, is incorporated by reference to
Post-Effective Amendment No. 276 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(3)), filed on September 30,
2016.
|
|
|
|
|
(p)(4)
|
|
Code of Ethics of 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)(5)(i)
|
|
Code of Ethics of Prudential Financial Investment Adviser (for PGIM, Inc., a subadviser of Multi-Manager Total Return Bond Strategies Fund), dated August 29, 2018, is incorporated by reference to Post-Effective Amendment
No. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(6)(i)), filed on November 27, 2018.
|
|
|
|
|
(p)(5)(ii)
|
|
Code of Ethics of Prudential Financial Investment Adviser, dated January 10, 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(6)(ii)), filed on November 27, 2018.
|
|
|
|
|
(p)(6)
|
|
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 September 10, 2018, is incorporated by reference to
Post-Effective Amendment No. 66 to Registration Statement
No. 333-146374
of Columbia Funds Variable Series Trust II on Form
N-1A
(Exhibit (p)(21)), filed on
December 7, 2018.
|
|
|
|
|
(p)(6)(i)
|
|
Amendment No. 2 of Code of Ethics of TCW Investment Management Company LLC, dated September 10, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement
No. 333-146374
of Columbia Funds Variable Series Trust II on Form
N-1A
(Exhibit (p)(21)(i)), filed on December 7, 2018.
|
|
|
|
|
(p)(7)
|
|
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)(8)
|
|
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)(9)
|
|
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 April 18, 2018, is
incorporated by reference to Post-Effective Amendment No. 332 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(11)), filed on
August 27, 2018.
|
|
|
|
|
|
|
|
|
(p)(10)
|
|
Code of Ethics of BMO Asset Management Corp. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), dated December 2016, is incorporated by reference to Post-Effective Amendment No. 295 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(12)), filed on April 26, 2017.
|
|
|
|
|
(p)(11)
|
|
Code of Ethics of Boston Partners Global Investors Inc. (a subadviser of Multi-Manager Directional Alternative Strategies Fund), effective May 2018, is incorporated by reference to Post-Effective Amendment No. 332 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(13)), filed on August 27, 2018.
|
|
|
|
|
(p)(12)
|
|
Code of Ethics of Wells Capital Management, Inc. (a subadviser of Multi-Manager Directional Alternative Strategies Fund), effective July 2018, is incorporated by reference to Post-Effective Amendment No. 332 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(14)), filed on August 27, 2018.
|
|
|
|
|
(p)(13)
|
|
Code of Ethics of Los Angeles Capital Management and Equity Research, Inc. (a subadviser of Multi-Manager Growth Strategies Fund), effective September 28, 2018, is incorporated by reference to Post-Effective Amendment
No. 338 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(15)), filed on November 27, 2018.
|
|
|
|
|
(p)(14)
|
|
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)(15)
|
|
Code of Ethics of Arrowstreet Capital, Limited Partnership (a subadviser of Multi-Manager International Equity Strategies Fund), effective April 1, 2017, is incorporated by reference to Post-Effective Amendment No. 324 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(17)), filed on May 4, 2018.
|
|
|
|
|
(p)(16)
|
|
Code of Ethics of Baillie Gifford Overseas Limited (a subadviser of Multi-Manager International Equity Strategies Fund), effective September 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration
Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(18)), filed on November 27, 2018.
|
|
|
|
|
(p)(17)
|
|
Code of Ethics of Causeway Capital Management LLC (a subadviser of Multi-Manager International Equity Strategies Fund), is incorporated by reference to Post-Effective Amendment No. 324 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(19)), filed on May 4, 2018.
|
|
|
|
|
(p)(18)
|
|
Code of Ethics of AlphaSimplex Group, LLC (a subadviser of Multi-Manager Alternative Strategies Fund), is incorporated by reference to Post-Effective Amendment No. 327 to Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(20)), filed on May 23, 2018.
|
|
|
|
|
(p)(19)
|
|
Code of Ethics of Voya Investment Management Co. LLC (a subadviser of Multi-Manager Total Return Bond Strategies Fund), effective July 1, 2018, is incorporated by reference to Post-Effective Amendment No. 339 to
Registration Statement
No. 2-99356
of the Registrant on Form
N-1A
(Exhibit (p)(21)), filed on December 6, 2018.
|
|
|
|
|
(p)(20)
|
|
Code of Ethics of J.P. Morgan Investment Management Inc. (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), effective November 8, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to
Registration Statement
No. 333-146374
of Columbia Funds Variable Series Trust II on Form
N-1A
(Exhibit (p)(10)), filed on December 7, 2018.
|
|
|
|
|
(p)(21)
|
|
Code of Ethics of Hotchkis and Wiley Capital Management, LLC (a subadviser of Multi-Manager Small Cap Equity Strategies Fund), as of August 15, 2017, is filed herewith as Exhibit (p)(21) to
Post-
|
|
|
|
|
|
|
|
|
|
|
Effective Amendment No. 344 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.
|
|
|
|
|
(q)(6)
|
|
Power of Attorney for Joseph Beranek, dated January 3, 2019, is incorporated by reference to Post-Effective Amendment No. 343 to Registration Statement
No. 2-99356
of the
Registrant on Form
N-1A
(Exhibit (q)(6)), filed on January 14, 2019.
|
Item 29. Persons Controlled by or under Common Control with the Registrant
Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital
investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia
funds-of-funds
that invest primarily in shares
of affiliated funds (the underlying funds). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of
25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia
Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated
funds-of-funds
(which votes proxies for the affiliated
funds-of-funds)
vote on each proposal in the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public
shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 30. Indemnification
Article Five of the Bylaws of
Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a
shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any
investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which
Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated
person thereof) (Covered Persons) under specified circumstances, all as more fully set forth in the Registrant’s Bylaws, which have been filed as an exhibit to this registration statement.
Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered
shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. In accordance with Section 17(h) of the 1940 Act, no Covered Person is indemnified under the Bylaws against any liability to Registrant or its
shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Covered Person’s office.
Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees
against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrant’s Distribution Agreement, which has been filed as an exhibit to the registration statement. The Registrant may be
party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.
The trustees and
officers of the Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management
Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its
non-interested
trustees, against loss arising out of any effort,
omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.
Item 31. Business and Other Connections of the Investment Adviser
To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (the Investment Manager), the
Registrant’s investment adviser, or the subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation
or employment of a substantial nature.
|
|
(a)
|
The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory
services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrant’s
portfolios and is incorporated herein by reference. Information about the business of the Investment Manager and the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment
Manager (formerly, RiverSource Investments, LLC) with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-25943),
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.
|
|
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(b)
|
AlphaSimplex Group, LLC performs investment management services for the Registrant and certain other clients.
Information regarding the business of AlphaSimplex Group, 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 AlphaSimplex Group, LLC and is
incorporated herein by reference. Information about the business of AlphaSimplex Group, LLC and the directors and principal executive officers of AlphaSimplex Group, LLC is also included in the Form ADV filed by AlphaSimplex Group, LLC with the SEC
pursuant to the Investment Advisers Act of 1940 (File
No. 801-62448),
which is incorporated herein by reference.
|
|
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(c)
|
AQR Capital Management, LLC performs investment management services for the Registrant and certain other
clients. Information regarding the business of AQR Capital Management, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by AQR Capital
Management, LLC and is incorporated herein by reference. Information about the business of AQR Capital Management, LLC and the directors and principal executive officers of AQR Capital Management, LLC is also included in the Form ADV filed by AQR
Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-55543),
which is incorporated herein by reference.
|
|
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(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.
|
|
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(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.
|
|
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(f)
|
Boston Partners Global Investors, Inc. performs investment management services for the Registrant and certain
other clients. Information regarding the business of Boston Partners Global Investors, Inc. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the 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.
|
|
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(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.
|
|
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(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.
|
|
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(j)
|
EAM Investors, LLC performs investment management services for the Registrant and certain other clients.
Information regarding the business of EAM Investors, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by EAM Investors, LLC and is incorporated
herein by reference. Information about the business of EAM Investors, LLC and the directors and principal executive officers of EAM Investors, LLC is also included in the Form ADV filed by EAM Investors, LLC with the SEC pursuant to the Investment
Advisers Act of 1940 (File
No. 801-70305),
which is incorporated herein by reference.
|
|
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(k)
|
Hotchkis and Wiley Capital Management, LLC performs investment management services for the Registrant and
certain other clients. Information regarding the business of Hotchkis and Wiley 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 Hotchkis and Wiley Capital Management, LLC and is incorporated herein by reference. Information about the business of Hotchkis and Wiley Capital Management, LLC and the directors and principal executive officers of Hotchkis and Wiley
Capital Management, LLC is also included in the Form ADV filed by Hotchkis and Wiley Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-60512),
which is
incorporated herein by reference.
|
|
|
(l)
|
J.P. Morgan Investment Management Inc. performs investment management services for the Registrant and certain
other clients. Information regarding the business of J.P. Morgan Investment Management 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 J.P.
Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also
included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-21011),
which is incorporated herein by reference.
|
|
|
(m)
|
Loomis, Sayles and Company, L.P. performs investment management services for the Registrant and certain other
clients. Information regarding the business of Loomis, Sayles and Company, L.P. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Loomis, Sayles
and Company, L.P. and is incorporated herein by reference. Information about the business of Loomis, Sayles and Company, L.P. and the directors and principal executive officers of Loomis, Sayles and Company, L.P. is also included in the Form ADV
filed by Loomis, Sayles and Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-170),
which is incorporated herein by reference.
|
|
|
(n)
|
Los Angeles Capital Management and Equity Research, Inc. performs investment management services for the
Registrant and certain other clients. Information regarding the business of Los Angeles Capital Management and Equity Research, Inc. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the
Registrant’s portfolio(s) subadvised by Los Angeles Capital Management and Equity Research, Inc. and is incorporated herein by reference. Information about the business of Los Angeles Capital Management and Equity Research, Inc. and the
directors and principal executive officers of Los Angeles Capital Management and Equity Research, Inc. is also included in the Form ADV filed by Los Angeles Capital Management and Equity Research, Inc. with the SEC pursuant to the Investment
Advisers Act of 1940 (File
No. 801-60934),
which is incorporated herein by reference.
|
|
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(o)
|
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.
|
|
|
(p)
|
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.
|
|
|
(q)
|
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.
|
|
|
(r)
|
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.
|
|
|
(s)
|
Voya Investment Management Co. LLC performs investment management services for the Registrant and certain other
clients. Information regarding the business of Voya Investment Management 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 Voya
Investment Management Co. LLC and is incorporated herein by reference. Information about the business of Voya Investment Management Co. LLC and the directors and principal executive officers of Voya Investment Management Co. LLC is also included in
the Form ADV filed by Voya Investment Management Co. LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-9046),
which is incorporated herein by reference.
|
|
|
(t)
|
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.
|
|
|
(u)
|
Wells Capital Management Incorporated performs investment management services for the Registrant and certain
other clients. Information regarding the business of Wells Capital Management Incorporated and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Wells
Capital Management Incorporated and is incorporated herein by reference. Information about the business of Wells Capital Management Incorporated and the directors and
|
|
|
principal executive officers of Wells Capital Management Incorporated is also included in the Form ADV filed by Wells Capital Management Incorporated with the SEC pursuant to the Investment
Advisers Act of 1940 (File
No. 801-21122),
which is incorporated herein by reference.
|
Item
32. Principal Underwriter
|
|
(a)
|
Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment
companies, including the Registrant:
|
Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I;
Columbia Funds Series Trust II; Columbia Funds Variable Series Trust II; Columbia Funds Variable Insurance Trust and Wanger Advisors Trust.
|
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(b)
|
As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc.
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|
|
|
|
|
|
|
Name and Principal Business
Address*
|
|
Position and Offices
with Principal Underwriter
|
|
Positions and Offices
with Registrant
|
|
William F. Truscott
|
|
Chief Executive Officer
|
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Board Member, Senior Vice President
|
|
Scott E. Couto
|
|
President
|
|
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
|
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Vice President – National Sales Manager
|
|
None
|
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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 Head of U.S. 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
|
|
Amy L. Hackbarth
|
|
Vice President and Assistant Secretary
|
|
None
|
|
Nancy W. LeDonne
|
|
Vice President and Assistant Secretary
|
|
None
|
|
Ryan C. Larrenaga
|
|
Vice President and Assistant
|
|
Senior Vice President,
|
|
|
|
|
|
|
|
|
|
Secretary
|
|
Chief Legal Officer and Secretary
|
|
Joseph L. D’Alessandro
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
Christopher O. Petersen
|
|
Vice President and Assistant Secretary
|
|
President and Principal Executive Officer
|
|
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.
|
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, Alpha Simplex Group, LLC, 255 Main Street, Cambridge, MA 02142;
|
|
|
•
|
|
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, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240,
Cardiff-by-the-Sea,
CA 92007;
|
|
|
•
|
|
Registrant’s subadviser, Hotchkis and Wiley Capital Management, LLC, 725 South Figueroa Street, Los Angeles,
CA 90017;
|
|
|
•
|
|
Registrant’s subadviser, J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, NY 10017;
|
|
|
•
|
|
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;
|
|
|
•
|
|
Registrant’s subadviser, Voya Investment Management Co. LLC, 230 Park Avenue, New York, NY, 10169;
|
|
|
•
|
|
Registrant’s subadviser, Water Island Capital, LLC, 41 Madison Avenue, 42nd floor, New York, NY 10010;
|
|
|
•
|
|
Registrant’s subadviser, Wells Capital Management Incorporated, 525 Market Street, San Francisco, California
94105;
|
|
|
•
|
|
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, Dalton, Greiner, Hartman, Maher & Co., 565 Fifth Avenue, Suite
2101, New York, NY 10017;
|
|
|
•
|
|
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.
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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.
Certain information on the above-referenced
physical possession of accounts, books and other documents is also included in the Registrant’s filings on Form
N-CEN
filed with the Securities and Exchange Commission on October 12, 2018,
November 13, 2018 and January 10, 2019 with respect to Funds with fiscal years July 31, 2018, August 31, 2018 and October 31, 2018, respectively.
Item 34. Management Services
Not Applicable.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS SERIES TRUST I, has duly
caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and the State of Minnesota on the 13th day of February, 2019.
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COLUMBIA FUNDS SERIES TRUST I
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By:
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/s/ Christopher O. Petersen
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Christopher O. Petersen
President
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Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities indicated on the 13th day of February, 2019.
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Signature
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Capacity
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Signature
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Capacity
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/s/ Christopher O. Petersen
Christopher O. Petersen
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President
(Principal Executive
Officer)
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/s/ David M. Moffett*
David M. Moffett
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Trustee
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/s/ Michael G. Clarke*
Michael G. Clarke
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Chief Financial Officer
(Principal Financial
Officer)
and Senior Vice President
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/s/ John J. Neuhauser*
John J. Neuhauser
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Trustee
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/s/ Joseph Beranek*
Joseph Beranek
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Treasurer and Chief Accounting Officer
(Principal Accounting Officer)
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/s/ Patrick J. Simpson*
Patrick J. Simpson
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Trustee
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/s/ Douglas A. Hacker*
Douglas A. Hacker
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Chair of the Board
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/s/ William F. Truscott*
William F. Truscott
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Trustee
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/s/ Janet L. Carrig*
Janet L. Carrig
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Trustee
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/s/ Anne-Lee Verville*
Anne-Lee Verville
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Trustee
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/s/ Nancy T. Lukitsh*
Nancy T. Lukitsh
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Trustee
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*
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By:
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/s/ Joseph D’Alessandro
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Name:
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Joseph D’Alessandro**
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Attorney-in-fact
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**
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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, on behalf of Joseph Beranek pursuant to a
Power of Attorney, dated January 3, 2019, and incorporated by reference to Post-Effective Amendment No. 343 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(6)), filed with the Commission on January 14, 2019 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
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(d)(22)
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Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Hotchkis and Wiley Capital Management, LLC, on behalf of Multi-Manager Small Cap Equity Strategies Fund, dated February 13, 2019
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(p)(21)
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Code of Ethics of Hotchkis and Wiley Capital Management, LLC, as of August 15, 2017
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SUBADVISORY AGREEMENT
Agreement made as of the 13
th
day of December, 2018 by and between Columbia Management
Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Hotchkis and Wiley 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 Feb. 13, 2019.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
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(a)
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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:
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(i)
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Investment Decisions
. Subadviser shall determine from time to time what investments and securities will
be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other
subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule
12d3-1(a)
or (b) of the 1940 Act. Subadviser will
not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible
for filing claims in class action settlements related to securities
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currently or previously held by that portion of the Fund allocated to it by Investment Manager, although Investment Manager may consult with Subadviser from time to time regarding the filing of
claims in class action settlements.
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(ii)
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Investment Limits
. In the performance of its duties and obligations under this Agreement, Subadviser
shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”);
(b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and
state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.
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(iii)
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Portfolio Transactions
.
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(A)
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Trading
. With respect to the securities and other investments to be purchased or sold for the Fund,
Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided,
however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment
information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients
may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a
broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread
or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for
which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short,
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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.
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(B)
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Aggregation of Trades
. Subadviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the
securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the
Fund and to such other clients.
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(C)
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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.
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(iv)
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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.
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(v)
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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.
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(b)
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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
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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.
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(c)
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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.
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(d)
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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)
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Confidentiality
. This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the
terms of the Mutual Confidentiality Agreement, dated December 7, 2018, entered into by Investment Manager and Subadviser.
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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
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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 disclosing party provides (to the extent permitted under
applicable law) the
non-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)
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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
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evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim.
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2.
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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.
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3.
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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 regarding changes to Subadviser, its services to the Fund or investment policies and
strategies, if any.
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4.
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Compensation of Subadviser
. For the services provided and the expenses assumed pursuant to this
Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates
set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement
becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to
the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this
Agreement other than costs in connection with the purchase
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or sale of securities and other assets (including brokerage commissions, if any) for the Fund.
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5.
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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 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.
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In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a
vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with
soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the
SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the
preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
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6.
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Representations of Subadviser
. Subadviser represents and warrants as follows:
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(a)
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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;
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(ii) is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund);
(iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule
206(4)-7
of the Advisers
Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will
provide prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or
the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by
this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act;
(2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (3) in the event the Securities and Exchange Commission (the
“SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions,
(4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (5) of any material fact known to Subadviser respecting or
relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any
material respect.
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(b)
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Subadviser has adopted a written code of ethics complying with the requirements of Rule
17j-1
under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized
officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the
extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.
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(c)
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Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures
specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule
204-3
under
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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)
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Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key
personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.
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7.
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Representations of Investment Manager
. Investment Manager represents and warrants as follows:
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(a)
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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)
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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)
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The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment
discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets.
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(d)
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Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for
the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to
another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.
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(e)
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The Board has approved the appointment of Subadviser pursuant to this Agreement.
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8.
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Liability and Indemnification
.
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(a)
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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 arising out of or based on
(i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the
Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated
therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein;
provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund
as set
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forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished
to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act
or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and
therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss
or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except
to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the
assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.
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(b)
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Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and
the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of
the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except
that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all
losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common
law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a
material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required
to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser
Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.
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(c)
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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.
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9.
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Duration and Termination
.
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(a)
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Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written
above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board
members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940
Act) of the Fund.
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(b)
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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
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notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after
written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of
Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material
breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.
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(c)
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In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the
parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b),
8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement.
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10.
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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.
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References to Subadviser
. Subadviser hereby grants to Investment Manager during the term of this
Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses,
SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that
refer to Subadviser prior to the use thereof, and not to use
such material if Subadviser reasonably objects in writing five (5)
business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials
may be furnished to Subadviser hereunder by first-class or
overnight mail, electronic or facsimile transmission, or hand delivery.
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P a g e
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12.
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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:
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In the case of Subadviser:
Anna Marie Lopez
Hotchkis and
Wiley Capital Management, LLC
725 South Figueroa Street
39
th
Floor
Los Angeles, CA 90017-5439
Ph:
213-430-1000
Fax:
213-430-1001
In the case of Investment Manager:
Paul Mikelson
Vice President,
Subadvised Strategies
Columbia Threadneedle Investments
707 2
nd
Ave. S, Routing: H17 435
Minneapolis, MN 55402
Tel: (612)
671-4452
Fax: (612)
671-0618
with a copy to:
Christopher
O. Petersen
Vice President and Lead Chief Counsel
Ameriprise Financial, Inc.
5228 Ameriprise Financial Center, Routing: 27/5228
Minneapolis, MN 55474
Tel: (612)
671-4321
Fax: (612)
671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted,
provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (“Business Day”) prior to 5:00 p.m. local time in the place of delivery or
receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
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13.
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Amendments
. This Agreement may be amended by mutual consent, subject to approval by the Board and the
Fund’s shareholders to the extent required by the 1940 Act.
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14.
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Assignment
. No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by
Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed
to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.
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15.
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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 Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or
hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.
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16.
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Entire Agreement
. This Agreement embodies the entire agreement and understanding among the parties
hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.
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17.
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Severability
. Should any part of this Agreement be held invalid by a court decision, statute, rule, or
otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon
and shall inure to the benefit of the parties hereto and their respective successors.
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18.
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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,
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P a g e
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whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.
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19.
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Headings
. The headings in this Agreement are intended solely as a convenience and are not intended to
modify any other provision herein.
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20.
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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.
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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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P a g e
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated
below as of the day and year first above written.
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Columbia Management Investment
Advisers, LLC
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Hotchkis and Wiley Capital
Management, LLC
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By:
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/s/ David Weiss
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By:
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/s/ Anna Marie Lopez
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Signature
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Signature
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Name:
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David Weiss
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Name:
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Anna Marie Lopez
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Printed
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Printed
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Title:
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Assistant Secretary
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Title:
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Chief Operating Officer
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SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED
DATA]
18
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Hotchkis and Wiley Capital Management
Compliance Manual
2 – Code of Ethics
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2 – Code of Ethics
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2017-08
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2 – CODE OF ETHICS
The personal trading and investment activities of employees of H&W are the subject of various federal securities laws, rules and regulations.
Underlying these requirements is the fiduciary capacity in which H&W acts for its clients. As a fiduciary, H&W has a duty of loyalty to clients that requires the firm to act in the best interests of its clients and always place clients’
interests first and foremost.
When H&W employees invest for their own accounts, conflicts of interest may arise between clients and employees.
The conflicts may include an employee taking an investment opportunity from clients for the employee’s own portfolio, using an employee’s advisory position to take advantage of available investments or front running, which includes an
employee trading before placing client transactions, thereby taking advantage of information or using client portfolio assets to have an effect on the market that is used to the employee’s benefit.
The securities laws and regulations that cover the personal trading and investment activities of advisory personnel include: (a) the anti-fraud
provisions (Section 206) of the Advisers Act that prohibit any scheme, practice, transaction or a course of business that operates as a fraud or deceit on a client; (b) Form ADV and Rule
204-3
requirements that provide that an adviser disclose its practices and its interests in client transactions, among other things; (c) Rule
204A-1
requirement that an adviser establish, maintain, and enforce
a written code of ethics policy; (d) recordkeeping requirements (Rule
204-2(a)(12)
of the Advisers Act) for the personal trading of advisory representatives; (e) Rule
17j-1
of the Investment Company Act of 1940 regarding the personal trading of access persons; and (f) Section 10(b) of the Exchange Act and Rule
10b-5
thereunder regarding the use of manipulative and deceptive devices.
H&W shall not be deemed to have violated the provisions of the books and
records rules because of its failure to record securities transactions of any advisory representative if H&W establishes that it instituted adequate procedures and used reasonable diligence to obtain promptly reports of all transactions required
to be recorded.
To implement its employee personal trading policies, H&W has adopted the Code of Ethics included as Appendix
2-A.
All employees are required to preclear their personal trades (excluding certain exempt securities) using the employee trading
pre-clearance
and monitoring system
(“SchwabCT”). All requests and approval are maintained in the SchwabCT system (effective in January 2013). Employees’ securities trades are periodically reviewed by the Chief Executive Officer, President, Chief Operating Officer, and
Chief Compliance Officer.
Employee transactions in H&W advised and
sub-advised
mutual funds are also
subject to preclearance requirements.
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2 – Code of Ethics
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2-1
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2017-08
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Appendix
2-A
Joint Code of Ethics
Hotchkis and Wiley Capital Management, LLC
(“H&W”)
And Registered Investment Companies
For
which H&W Serves as Investment Adviser
Updated As of August 15, 2017
This Code of Ethics is adopted by
Hotchkis and Wiley Capital Management, LLC (“H&W”) and Hotchkis and Wiley Funds (the “Funds”) pursuant to Rule
17j-1
under the Investment Company Act of 1940, as amended (“1940
Act”) and Rule
204A-1
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Except where noted, the Code applies to all H&W employees and all “Advisory
Persons” (as defined in Rule
17j-1)
of the Funds.
1
Section 1 – Statement of General Fiduciary Principles and Standard of Business Conduct
The Code of Ethics is based on the fundamental principle that H&W and its employees must put client interests first. As an investment adviser,
H&W has fiduciary responsibilities to its clients, including the Funds and any other investment companies for which it serves as an investment adviser or
sub-adviser.
Among H&W’s fiduciary
responsibilities is the responsibility to ensure that its employees conduct their personal Securities
2
transactions in a manner which does not interfere or appear to interfere with any client
transactions, or otherwise take unfair advantage of H&W’s relationship to clients. All employees must adhere to this fundamental principle as well as comply with the specific provisions set forth herein.
More generally, H&W standards of business conduct are based on principles of openness, integrity, honesty and trust. It bears emphasis that
technical compliance with the Code of Ethics will not insulate from scrutiny transactions which show a pattern of compromise or abuse of an employee’s fiduciary responsibilities to clients. Accordingly, all employees must seek to avoid any
actual or potential conflicts, or the appearance of such conflicts, between their personal interests and the interests of clients.
1
The definition of “Advisory Persons” includes, among others, all trustees and officers of the Funds, and all directors and officers of H&W. Because there are no such persons, other than the Independent Trustees of the Funds, who are
not also employees of H&W, this Code generally refers only to “employees” or, where necessary, to “Independent Trustees.”
2
“Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights,
any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
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2 – Code of Ethics
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2-2
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2017-08
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Section 2 – Standards of Business Conduct
A. Compliance with Laws and Regulations
Employees must comply with applicable federal securities laws. As part of this requirement, employees are not permitted, in connection with the purchase
or sale, directly or indirectly, of a Security held or to be acquired by a client:
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a.
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To defraud such client in any manner;
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b.
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To mislead such client, including making a statement that omits material facts;
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c.
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To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such
client;
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d.
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To engage in any manipulative practice with respect to such client; or
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e.
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To engage in any manipulative practice with respect to securities, including price manipulation.
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B. Conflicts of Interest
As a fiduciary, H&W has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with
this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Employees must try to avoid situations that have even the
appearance
of conflict or impropriety.
Conflicts Among Client Interests.
Conflicts of interest may arise where the firm or its employees have
reason to favor the interest of one client over another (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over asset-based fees). H&W prohibits inappropriate favoritism of one client over another client that
would constitute a breach of fiduciary duty.
Competing with Client Trades.
Employees are prohibited from using knowledge about pending or
currently considered Securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such Securities. Conflicts raised by personal Securities transactions are
also addressed more specifically in Section 3.
C. Insider Trading Policy
Employees are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.
Material information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision or information that is reasonably certain to have a substantial effect on the price of a
company’s Securities. Information is nonpublic unless it has been effectively communicated to the market place. It is the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to
H&W’s Securities recommendations and client Securities holdings and transactions.
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2 – Code of Ethics
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2-3
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2017-08
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Employees are also prohibited from communicating to third parties any material nonpublic information about
any security or issuer of Securities. Additionally, no employee may use inside information about H&W activities to benefit any client or to gain personal benefit. Any violation may result in sanctions, which could include termination of
employment with H&W.
Section 3 - Restrictions Relating to Securities Transactions
A. General Trading Restrictions for all Employees
The following restrictions apply to all employees:
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1.
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Employee Reporting.
All employees are subject to the reporting requirements described in Section 5. These
requirements extend to accounts of employees’ spouses, dependent relatives, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion (other than
H&W managed separate accounts).
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2.
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Preclearance.
All employees must obtain written approval from the Chief Compliance Officer (“CCO”) or
preclearance delegate prior to entering into any Securities transaction (with the exception of exempted Securities as listed in Section 4) in all accounts. Approval of a transaction, once given, is effective for
1 business day
, (the day
approval was granted unless otherwise specified in the written approval), or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate. Any transaction not completed within the 1 day
(or other specified) time period will require reapproval.
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Setting up or adjustments to systematic purchases and/or sales of any
Security needs preclearance, but subsequent systematic transactions do not need preclearance.
Transactions in the Funds or other mutual funds
advised or
sub-advised
by H&W need preclearance. Setting up systematic contributions to and/or withdrawals from such Funds/funds also needs preclearance, but subsequent systematic transactions do not need
preclearance. Exchanges into and out of an
H&W-advised
mutual fund in the Hotchkis and Wiley 401(k) plan need preclearance. A change in percentage allocation for future contribution in an
H&W-advised
mutual fund in the H&W 401(k) plan does not need preclearance.
Employees may preclear trades
only in cases where they have a present intention to transact in the Security for which preclearance is sought. It is H&W’s view that it is not appropriate for an employee to obtain a general or open-ended preclearance to cover the
eventuality that he or she may buy or sell a Security at some point on a particular day depending upon market developments. This requirement would not prohibit a price limit order, provided that the employee has a present intention to effect a
transaction at such price. Consistent with the foregoing, an employee may not simultaneously request preclearance to buy and sell the same Security.
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Personal trades of Compliance employees must be precleared by another person from the Compliance
Department.
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3.
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Restrictions on Transactions.
No employee may purchase or sell any Security which at the time is being purchased
or sold, or to the employee’s knowledge is being considered for purchase or sale, by any Fund, or other mutual fund or separate account managed by H&W (each, an “H&W Client”).
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4.
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Restrictions on Related Securities.
The restrictions and procedures applicable to the transactions in Securities
by employees set forth in this Code of Ethics shall similarly apply to Securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the Security purchased or sold or being
contemplated for purchase or sale during the relevant period by an H&W Client. For example, options or warrants to purchase common stock, and convertible debt and convertible preferred stock of a particular issuer would be considered related to
the underlying common stock of that issuer for purposes of this policy. In sum, the related Security would be treated as if it were the underlying Security for the purpose of the preclearance procedures described herein.
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5.
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Private Placements.
Employee purchases and sales of “private placement” Securities (including all
private equity partnerships, hedge funds, limited partnership or venture capital funds) must be precleared. No employee may engage in any such transaction unless the CCO or a preclearance delegate and the employee’s manager have each previously
determined in writing that the contemplated investment does not involve any potential for conflict with the investment activities of any H&W Client.
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If, after receiving the required approval, an employee has any material role in the subsequent consideration by any H&W Client of an investment in
the same or affiliated issuer, the employee must disclose his or her interest in the private placement investment to the CCO and the employee’s manager. The decision to purchase Securities of the issuer by an H&W Client account must be
independently reviewed and authorized by the employee’s manager.
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6.
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Initial Public Offerings.
All initial public offerings require
pre-clearance
(including corporate, government, or municipal debt public offerings). Employees are prohibited from acquiring any securities in an initial public equity offering.
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7.
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Blackout Periods.
Employees may not buy or sell a Security within
7 calendar days
either before or after a
target percentage purchase or sale of the same or related Security by an H&W Client account (excluding cash flow trades and employee trades in the same direction after a target trade in client accounts). For example (in an opposite direction
employee trade), if a Fund buys a Security on day 0, day 8 is the first day an employee may sell the Security for his or her own account. Personal trades for employees, however, shall have no effect on an H&W Client account’s ability to
trade.
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8.
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Establishing Positions Counter to H&W Client Positions.
An employee may not establish a long position in his
or her personal account in a Security if an H&W Client
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account would benefit from a decrease in the value of such Security. For example, an employee would be prohibited from establishing a long position if (1) a Fund holds a put option on such
Security (aside from a put purchased for hedging purposes where the Fund holds the underlying Security); (2) the Fund has written a call option on such Security; or (3) the Fund has sold such Security short, other than
“against-the-box.”
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Employees may not purchase a
put option or write a call option where an H&W Client account holds a long position in the underlying Security. Employees may not enter into a short sale transaction in any Security where an H&W Client account holds a long position in the
same Security or where such H&W Client account otherwise maintains a position in respect of which the H&W Client account would benefit from an increase in the value of the Security. This restriction does not apply to exchange traded funds
which may be used by an H&W Client account to equitize cash.
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9.
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Prohibition on Short-Term Profits.
Employees are prohibited from profiting on any sale and subsequent purchase, or
any purchase and subsequent sale, of the same (or equivalent) Securities occurring within
60 calendar days
(“short-term profit”). This holding period also applies to all permitted option transactions; therefore, for example, an
employee may not purchase or write an option if the option will expire in less than 60 days (unless such a person is buying or writing an option on a Security that he or she has held more than 60 days). In determining short-term profits, all
employee directed transactions within a
60-day
period in all accounts related to the employee will be taken into consideration in determining short-term profits, regardless of his or her intentions to do
otherwise (e.g., tax or other trading strategies). Should an employee fail to preclear a trade that results in a short-term profit, the trade would be subject to reversal with all costs and expenses related to the trade borne by the employee, and he
or she would be required to disgorge the profit. Transactions not required to be precleared under Section 4 will not be subject to this prohibition. Exchanges between the Funds and other
H&W-advised
mutual funds within the H&W 401(k) plan also are not subject to this prohibition. However, transactions in direct holdings of the Funds and other
H&W-advised
mutual funds are subject to this
prohibition, excluding accounts with systematic contributions and/or withdrawals.
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B. Trading Restrictions for
Independent Trustees of the Funds
The following restrictions apply only to Independent Trustees of the Funds (i.e., any Trustee who is not an
“interested person” of the Funds, within the meaning of the 1940 Act):
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1.
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Restrictions on Purchases.
No Independent Trustee may purchase any Security which, to the Trustee’s knowledge
at the time, is being purchased or is being considered for purchase by the Funds.
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2.
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Restrictions on Sales.
No Independent Trustee may sell any Security which, to the Trustee’s knowledge at the
time, is being sold or is being considered for sale by the Funds.
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3.
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Restrictions on Trades in Securities Related in Value.
The restrictions applicable to the transactions in
Securities by Independent Trustees shall similarly apply to Securities
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that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the Security purchased or sold by the Funds (see Section 3.A.4.).
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Section 4 - Exempted Transactions/Securities
With respect to H&W’s investment activities, H&W has determined that the following Securities transactions do not present the opportunity
for improper trading activities that Rule
17j-1
and Rule
204A-1
are designed to prevent; therefore, the restrictions set forth in Section 3 (including preclearance,
prohibition on short-term profits and blackout periods) shall not apply.
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A.
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Purchases or sales of Securities in an account over which the employee has no direct or indirect influence or control
(e.g., an account managed on a fully discretionary basis by an investment adviser or trustee)(referred to as “Discretionary Accounts”).
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B.
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Purchases or sales of direct obligations of the U.S. Government.
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C.
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Purchases or sales of bank certificates, bankers acceptances, commercial paper and other high quality short-term debt
instruments, including repurchase agreements.
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D.
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Purchases or sales of
open-end
registered investment companies (including money
market funds), variable annuities and unit investment trusts,
excluding the Funds and other mutual funds advised or
sub-advised
by H&W
.
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E.
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Purchases or sales of
closed-end
funds or unit investment trusts that are
invested only in exempted types of Securities as listed in Section 4,
excluding
closed-end
funds, if any, advised or
sub-advised
by H&W
.
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F.
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Purchases or sales of exchange traded funds (ETFs) on broad-based indices or invested only in exempted types of
Securities listed in Section 4,
excluding any ETFs, if any, advised or
sub-advised
by H&W
.
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“Broad-based indices” include (but are not limited to) the S&P 100, S&P 500, Wilshire 5000, Russell 1000, Russell 2000, Russell 3000,
FTSE 100, FTSE Large Cap, FTSE NASDAQ 500, FTSE NASDAQ Mid Cap, FTSE NASDAQ Small Cap, Nikkei 225, Dow 30, MSCI, MSCI Emerging Market Index, NASDAQ Composite, NASDAQ Global Market Composite, NASDAQ 100, NASDAQ
Q-50,
NASDAQ
-100
Equal Weighted Index, NASDAQ Capital Market Composite, NASDAQ Mid Cap, NASDAQ Small Cap, and
E-Mini
S&P
500. For other “broad-based indices” that are not specifically detailed above, employees must consult with the Compliance Department prior to any transactions.
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G.
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Employer stock purchased and sold through employer-sponsored benefit plans in which the spouse or dependent relative of
an H&W employee may participate (e.g., employee stock purchase plans or 401(k) plans) and sales of employer stock (or the exercise of stock options) that is received as compensation by an H&W employee’s spouse.
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H.
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Purchases or sales of Securities which are
non-volitional
on the part of the
employee (e.g., an
in-the-money
option that is automatically exercised by a broker; a Security that is called away
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2 – Code of Ethics
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as a result of an exercise of an option; or a Security that is sold by a broker, without employee consultation, i.e., to meet a margin call not met by the employee).
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I.
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Purchases of Securities which are made by reinvesting cash dividends pursuant to an automatic dividend reinvestment plan.
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J.
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Purchases or sales of Securities transacted as part of an automatic investment plan involving predetermined amounts on
predetermined dates. However,
set-up
or adjustments to systematic purchases and/or sales of any Security needs preclearance.
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K.
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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.
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L.
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Transactions in Securities pursuant to a bona fide tender offer made for any and all such Securities to all similarly
situated shareholders in conjunction with mergers, acquisitions, reorganizations and/or similar corporate actions. However, tenders pursuant to offers for less than all outstanding Securities of a class of Securities of an issuer must be
pre-cleared.
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M
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Purchases or sales of commodities, futures (which include interest rate futures, currency futures and futures on
broad-based indices), options (which include options on futures, interest rate options, currency options and options on broad-based indices), and swaps (which include interest rate swaps, currency swaps, and swaps on broad-based indices).
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N.
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The receipt of a bona fide gift of Securities. (Donations of Securities, however, require preclearance.)
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O.
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Purchases or sales of municipal bonds (including 529 plans) and auction rate securities traded in the secondary market.
Any purchase in an initial public offering of municipal debt or auction rate securities requires preclearance.
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P.
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Purchases or sales of direct obligations of any foreign governments.
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Section 5 – Reporting by Employees
The
requirements of this Section 5 apply to all employees. The requirements will also apply to all Securities transactions in the accounts of spouses, dependent relatives and members of the same household, trustee and custodial accounts or any
other account in which the employee has a financial interest or over which the employee has investment discretion. The requirements do not apply to Securities acquired for accounts over which the employee has no direct or indirect control or
influence.
Employees are deemed to have complied with the requirements of Section 5.B. and C. provided that the Compliance Department receives
duplicate statements and confirmations and such statements and confirms contain all of the information required in Section 5.B and C. Employees who do not have any brokerage accounts are not required to submit a quarterly report noting that
they have not transacted in reportable Securities. However, they are required to confirm annually that they do not have any brokerage accounts.
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With respect to exempt Securities referred to in Section 4 which do not require
preclearance/reporting, employees must nonetheless report those exempt Securities defined in
Section
4.
as described below, except for the following:
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1.
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open-end
mutual funds not advised or
sub-advised
by H&W.
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2.
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529 Plans that are college savings plans established and maintained by states, state agencies, and other state entities
that H&W does not manage, distribute, market or underwrite the 529 Plan or the investments and strategies underlying the 529 Plan.
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3.
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529 Plans that are prepaid college tuition plans that the account owner does not participate in investment decisions
regarding his or her contributions to the 529 Plan, nor does H&W act as program manager for the 529 Plan.
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Employees who
effect reportable transactions outside of a brokerage account (e.g., optional purchases or sales through an automatic investment program directly with an issuer) will be deemed to have complied with this requirement by preclearing transactions with
the Compliance Department and by reporting their holdings quarterly on the “Personal Securities Holdings” form, as required by the Compliance Department.
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A.
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Initial Holdings Report.
Each new employee will be given a copy of this Code of Ethics upon commencement of
employment. All new employees must disclose their personal Securities holdings to the Compliance Department within
10 days
of commencement of employment with H&W. (Similarly, Securities holdings of all new related accounts must be
reported to the Compliance Department within 10 days of the date that such account becomes related to the employee.) Information must be current as of a date no more than 45 days prior to the date the report was submitted.
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1.
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Initial holdings reports must identify the title and type of the Security (including, as applicable, the exchange ticker
symbol or CUSIP number), number of shares, and principal amount with respect to each Security holding. Within 10 days of commencement of employment, each employee shall file an Acknowledgement stating that he or she has been supplied a copy of and
has read and understands the provisions of the Code.
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2.
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The name of any broker, dealer or bank with whom the employee maintained an account in which any Securities were held for
the direct and indirect benefit of the employee as of the date the individual became an employee; and
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3.
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The date that the report is submitted by the employee.
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B.
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Quarterly Transaction Report.
All employees must submit no later than
thirty
(30)
calendar days following the end of each quarter a list of all Securities transacted during the quarter.
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1.
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Each employee shall report all transactions in Securities in which the person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership. Reports shall be filed with the Compliance Department quarterly. Each employee must also report any personal Securities accounts established during the quarter. The CCO shall submit
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confidential quarterly reports with respect to his or her own personal Securities transactions and personal Securities accounts established to an officer designated to receive his or her reports,
who shall act in all respects in the manner prescribed herein for the CCO.
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2.
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Every report shall be made no later than
30 days
after the end of the calendar quarter in which the transaction to
which the report relates was effected, and shall contain the following information:
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(i)
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The date of the transaction, the title of the Security (including, as applicable, the exchange ticker symbol or CUSIP
number), the interest rate and maturity (if applicable), the number of shares and principal amount involved;
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(ii)
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The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
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(iii)
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The price at which the transaction was effected;
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(iv)
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The name of the broker, dealer or bank with or through which the transaction was effected;
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(v)
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The date the report is submitted by the employee; and
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(vi)
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With respect to any personal Securities account established during the quarter, the broker, dealer or bank with whom the
account was established, and the date the account was established.
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3.
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In the event the employee has no reportable items during the quarter, the report should be so noted and returned signed
and dated.
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C.
|
Annual Holdings Report.
All employees must submit an annual holdings report reflecting holdings as of a date no
more than
45 days
before the report is submitted. As indicated above, employees who provide monthly statements from their brokers/dealers are deemed to have automatically complied with this requirement, provided the reports contain all
required information set forth in Section 5.A above.
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D.
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Annual Certification of Compliance; Amendments to Code.
All H&W employees must certify annually to the
Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance
Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics. All H&W employees must receive and acknowledge receipt of any material
amendments to the Code of Ethics.
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E.
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Discretionary Accounts.
H&W employees who have accounts over which he or she has no direct or indirect
influence or control shall provide the Compliance Department with an account statement, including transactions and holdings, on a quarterly basis.
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F.
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Review of Transactions and Holdings Reports.
All transactions reports and holdings reports (including
Discretionary Account transactions/holdings reports) will be reviewed by Compliance personnel according to procedures established by the Compliance Department.
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2 – Code of Ethics
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Section 6 – Reporting by Independent Trustees of the Funds
An Independent Trustee of the Funds need only report a transaction in a Security if the Trustee, at the time of that transaction, knew or, in the
ordinary course of fulfilling the official duties of a Trustee of the Funds, should have known that, during the
15-day
period immediately preceding the date of the transaction by the Trustee, the Security was
purchased or sold by the Funds or was being considered for purchase or sale by the Funds. In reporting such transactions, Independent Trustees must provide: the date of the transaction, a complete description of the Security, number of shares,
principal amount, nature of the transaction, price, commission, and name of broker/dealer through which the transaction was effected.
As indicated
in Section 5.D. for employees, Independent Trustees of the Funds are similarly required to certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have
complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required
to be reported under the Code of Ethics.
Section 7 – Approval and Review by Board of Trustees
The Board of Trustees of the Funds, including a majority of Trustees who are Independent Trustees, must approve this Code of Ethics. Additionally, any
material changes to this Code must be approved by the Board within six months after adoption of any material change. The Board must base its approval of the Code and any material changes to the Code on a determination that the Code contains
provisions reasonably necessary to prevent employees from engaging in any conduct prohibited by Rule
17j-1.
Prior to approving the Code or any material change to the Code, the Board must receive a
certification from the Funds and H&W that each has adopted procedures reasonably necessary to prevent employees from violating the Code of Ethics.
Section 8 – Review of H&W Annual Report
At
least annually, the Funds and H&W must furnish to the Funds’ Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code of Ethics or procedures since the last
report to the Board of Trustees, including, but not limited to, information about material violations of the Code of Ethics or procedures and sanctions imposed in response to the material violations and (2) certifies that the Funds and H&W
have adopted procedures reasonably necessary to prevent H&W employees from violating this Code of Ethics.
Section 9 – Sanctions
Potential violations of the Code of Ethics must be brought to the attention of the CCO or her designee, will be investigated and, if appropriate,
sanctions will be imposed. Upon completion of the investigation, if necessary, the matter may also be reviewed by the Chief Executive Officer (CEO), President and/or Chief Operating Officer (COO), who will determine whether any further sanctions
should be imposed. Sanctions may include, but are not limited to, a letter of caution or warning, reversal of a trade, disgorgement of a profit or absorption of costs associated with a trade,
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supervisor approval to trade for a prescribed period, fine or other monetary penalty, suspension of personal trading privileges, suspension of employment (with or without compensation), and
termination of employment.
Section 10 – Reporting Violations
All employees are required to report any violation of this Code of Ethics by any person to the CCO immediately upon first becoming aware of such
violation. Failure to report violations may result in any of the sanctions described in Section 9, including termination of employment.
An
exception to any of the policies, restrictions or requirements set forth herein may be granted only upon a showing by the employee to the CEO, President and/or COO that such employee would suffer extreme financial hardship should an exception not be
granted. A transaction in a Security, a change in the employee’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for a waiver.
Section 11 – Exceptions
An exception to any of
the policies, restrictions or requirements set forth herein may be granted only upon a showing by the employee to the CEO, President and/or COO that such waiver: (i) is necessary to alleviate hardship or is the result of unforeseen
circumstances or is otherwise appropriate under all relevant facts and circumstances; (ii) will not be inconsistent with the purposes and objectives of the Code; (iii) will not adversely affect the interests of advisory clients of H&W
or the interest of H&W; and (iv) will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. A transaction in a Security due to a change in the employee’s investment objectives, tax
strategies, or special new investment opportunities would not constitute acceptable reasons for a waiver.
Section 12 – Confidentiality
All employee transactions and holdings information will be maintained in confidence, except to the extent necessary to implement and enforce the
provisions of the Code or to comply with applicable law or requests from governmental or regulatory agencies. In addition, in the event of violations or apparent violations of the Code, certain information may be disclosed to affected H&W
clients.
Section 13 – Recordkeeping
H&W
will maintain all records relevant to this Code of Ethics as required under the Advisers Act and the 1940 Act.
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