As filed with the Securities and Exchange Commission on February 27, 2019.
Registration Nos. 333-209996
811-22736
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 12 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 13 | ☒ |
(Check Appropriate Box or Boxes)
COLUMBIA ETF TRUST I
(Exact Name of Registrant as Specified in Charter)
225 Franklin Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, Including Area Code: (800) 345-6611
Christopher O. Petersen, Esq. c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110 |
Ryan C. Larrenaga, Esq. c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110 |
|
(Name and Address of Agents for Service) |
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
☐ |
Immediately upon filing pursuant to paragraph (b) |
☒ |
On March 1, 2019, pursuant to paragraph (b) |
☐ |
60 days after filing pursuant to paragraph (a)(1) |
☐ |
On (date) pursuant to paragraph (a)(1) |
☐ |
75 days after filing pursuant to paragraph (a)(2) |
☐ |
On (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
☐ |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
This Post-Effective Amendment relates solely to the Registrants Columbia Diversified Fixed Income Allocation ETF, Columbia Multi-Sector Municipal Income ETF, Columbia Sustainable Global Equity Income ETF, Columbia Sustainable International Equity Income ETF and Columbia Sustainable U.S. Equity Income ETF series. Information contained in the Registrants Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.
Ticker Symbol |
DIAL |
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3 |
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3 |
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3 |
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6 |
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12 |
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27 |
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29 |
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37 |
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40 |
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41 |
2 | Prospectus 2019 |
(a) | Pursuant to the Investment Management Services Agreement with Columbia ETF Trust I on behalf of the Fund (the IMS Agreement), Columbia Management Investment Advisers, LLC (the Investment Manager) pays the operating costs and expenses of the Fund, but not taxes, interest, brokerage expenses, portfolio transaction expenses, and infrequent and/or unusual expenses. |
■ | you invest $10,000 in the Fund for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
1 year | 3 years | 5 years | 10 years | |
$29 | $90 | $157 | $356 |
Prospectus 2019 | 3 |
4 | Prospectus 2019 |
Prospectus 2019 | 5 |
6 | Prospectus 2019 |
Prospectus 2019 | 7 |
8 | Prospectus 2019 |
Prospectus 2019 | 9 |
10 | Prospectus 2019 |
Prospectus 2019 | 11 |
Year
by Year Total Return (%)
as of December 31 Each Year |
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart |
||
|
Best | 3rd Quarter 2018 | 0.96% |
Worst
|
1st Quarter 2018 | -1.43% |
Inception Date | 1 Year | Life of Fund | |
At NAV | 10/12/2017 | ||
returns before taxes | -1.53% | -1.17% | |
returns after taxes on distribution | -2.93% | -2.55% | |
returns after taxes on distribution and sale of Fund shares | -0.91% | -1.47% | |
Beta Advantage® Multi-Sector Bond Index (reflects no deductions for fees, expenses or taxes) | -1.53% | -0.96% |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Gene Tannuzzo, CFA | Deputy Global Head of Fixed Income and Senior Portfolio Manager | Lead Portfolio Manager | 2017 | |||
David Janssen, CFA | Senior Portfolio Analyst | Portfolio Manager | 2017 |
12 | Prospectus 2019 |
Prospectus 2019 | 13 |
14 | Prospectus 2019 |
Prospectus 2019 | 15 |
16 | Prospectus 2019 |
Prospectus 2019 | 17 |
18 | Prospectus 2019 |
Prospectus 2019 | 19 |
20 | Prospectus 2019 |
Prospectus 2019 | 21 |
22 | Prospectus 2019 |
Prospectus 2019 | 23 |
24 | Prospectus 2019 |
Prospectus 2019 | 25 |
26 | Prospectus 2019 |
Prospectus 2019 | 27 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Gene Tannuzzo, CFA | Deputy Global Head of Fixed Income and Senior Portfolio Manager | Lead Portfolio Manager | 2017 | |||
David Janssen, CFA | Senior Portfolio Analyst | Portfolio Manager | 2017 |
28 | Prospectus 2019 |
■ | compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares; |
■ | the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
■ | separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates; |
■ | regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them; |
■ | insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and |
■ | regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund. |
Prospectus 2019 | 29 |
30 | Prospectus 2019 |
Prospectus 2019 | 31 |
32 | Prospectus 2019 |
Transaction Fees | |||
Standard Transaction Fee | Maximum Transaction Fee | Variable Charge | |
$500* | $2,000* | Up to 2.0% |
* | The Creation Transaction Fee may be as high as the Maximum Transaction Fee for transactions outside the NSCC's enhanced clearing process. |
Prospectus 2019 | 33 |
34 | Prospectus 2019 |
Prospectus 2019 | 35 |
36 | Prospectus 2019 |
■ | It can earn income on its investments. Examples of fund income are interest paid on money market instruments and dividends paid on common stocks. |
■ | A fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term). |
Declaration and Distribution Schedule | |
Declarations | Monthly |
Distributions | Monthly |
Prospectus 2019 | 37 |
■ | The Fund intends to qualify and to be eligible for treatment each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund's failure to qualify for treatment as a regulated investment company would result in Fund-level taxation, and consequently, a reduction in income available for distribution to you and in the NAV of your shares. Even if the Fund qualifies for treatment as a regulated investment company, the Fund may be subject to federal excise tax on certain undistributed income or gains. |
■ | Otherwise taxable distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares. Dividends paid in January are deemed paid on December 31 of the prior year if the dividend was declared and payable to shareholders of record in October, November, or December of such prior year. |
■ | Distributions of the Fund's ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Fund's net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Fund has owned the investments that generated them, rather than how long you have owned your shares. |
■ | From time to time, a distribution from the Fund could constitute a return of capital. A return of capital is a return of an amount of your original investment and is not a distribution of income or capital gain from the Fund. Therefore, a return of capital is not taxable to you so long as the amount of the distribution does not exceed your tax basis in your Fund shares. A return of capital reduces your tax basis in your Fund shares, with any amounts exceeding such basis generally taxable as capital gain. |
■ | If you are an individual and you meet certain holding period and other requirements for your Fund shares, a portion of your distributions may be treated as “qualified dividend income” taxable at the lower net long-term capital gain rates instead of the higher ordinary income rates. Qualified dividend income is income attributable to the Fund's dividends received from certain U.S. and foreign corporations, as long as the Fund meets certain holding period and other requirements for the stock producing such dividends. |
■ | Certain high-income individuals (as well as estates and trusts) are subject to a 3.8% tax on net investment income. For individuals, the 3.8% tax applies to the lesser of (1) the amount (if any) by which the taxpayer's modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer's “net investment income.” |
Net investment income generally includes for this purpose dividends, including any capital gain dividends, paid by the Fund, and net gains recognized on the sale, redemption or exchange of shares of the Fund. |
■ | Certain derivative instruments when held in the Fund's portfolio subject the Fund to special tax rules, the effect of which may be to, among other things, accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund portfolio securities, or convert capital gains into ordinary income, short-term capital losses into long-term capital losses or long-term capital gains into short-term capital gains. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. |
■ | Generally, a Fund realizes a capital gain or loss on an option when the option expires, or when it is exercised, sold or otherwise terminated. However, if an option is a “section 1256 contract,” which includes most traded options on a broad-based index, and the Fund holds such option at the end of its taxable year, the Fund is deemed to sell such option at fair market value at such time and recognize any gain or loss thereon, which is generally deemed to be 60% long-term and 40% short-term capital gain or loss, as described further in the SAI. |
■ | Income and proceeds received by the Fund from sources within foreign countries may be subject to foreign taxes. If at the end of the taxable year more than 50% of the value of the Fund's assets consists of securities of foreign corporations, and the Fund makes a special election, you will generally be required to include in your income for U.S. federal income tax purposes your share of the qualifying foreign income taxes paid by the Fund in respect of |
38 | Prospectus 2019 |
its foreign portfolio securities. You may be able to claim a foreign tax credit or deduction in respect of this amount, subject to certain limitations. There is no assurance that the Fund will make this election for a taxable year, even if it is eligible to do so. |
■ | A sale, redemption or exchange of Fund shares is a taxable event. This includes redemptions where you are paid in securities. Your sales, redemptions and exchanges of Fund shares, including those paid in securities or other instruments, usually will result in a taxable capital gain or loss to you, equal to the difference between the amount you receive for your shares (or are deemed to have received in the case of exchanges) and your adjusted tax basis in the shares, which is generally the amount you paid (or are deemed to have paid in the case of exchanges) for them. Any such capital gain or loss generally will be long-term capital gain or loss if you have held your Fund shares for more than one year at the time of sale or exchange. In certain circumstances, capital losses may be converted from short-term to long-term; in other circumstances, capital losses may be disallowed under the “wash sale” rules. |
■ | Your broker will be responsible for furnishing tax reporting information for Fund shares held in a nonqualified account, shareholder reports, and other communications from the Fund. For sales or exchanges of Fund shares acquired in a nonqualified account after 2011, your broker is required to report basis and holding period information to you and the IRS. Your broker may offer a choice of basis calculation methods. Contact your broker to determine which basis methods are available for your account. |
■ | The Fund or, in the case of sales of Fund shares in the secondary market, your broker, will generally be required by federal law to withhold tax on any distributions and proceeds paid to you if you have not provided a correct TIN or have not certified to the Fund or its agent, or your broker, as the case may be, that withholding does not apply. |
■ | For Authorized Participants Purchasing and Redeeming in Creation Units: An Authorized Participant that exchanges equity securities for one or more Creation Units will generally recognize a gain or a loss on the exchange. The gain or loss will be equal to the difference between (i) the market value of the Creation Unit(s) at the time and, (ii) the exchanger’s aggregate basis in the securities surrendered plus (or minus) the Cash Component paid (or received). A person who redeems one or more Creation Units for equity securities will generally recognize a gain or loss equal to the difference between (i) the exchanger’s basis in the Creation Unit(s) and, (ii) the aggregate market value of the securities received plus (or minus) the Cash Component received (or paid). The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Unit(s) cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisors with respect to whether wash sale rules apply and when a loss might be deductible. Any capital gain or loss realized upon a redemption of one or more Creation Units is generally treated as long-term capital gain or loss if the Creation Unit(s) have been held for more than one year and as short-term capital gain or loss if they have been held for one year or less. If you purchase or redeem Creation Units, you will be sent a confirmation statement showing how many shares you purchased or sold and at what price. |
Prospectus 2019 | 39 |
40 | Prospectus 2019 |
Year
Ended
October 31, 2018 |
Year
Ended
October 31, 2017 (a) |
|
Per share data | ||
Net asset value, beginning of period | $19.94 | $20.00 |
Net investment income | 0.67 | 0.03 |
Net realized and unrealized loss | (1.13) | (0.09) |
Total from investment operations | (0.46) | (0.06) |
Less distributions to shareholders: | ||
Net investment income | (0.62) | — |
Total distribution to shareholders | (0.62) | — |
Net asset value, end of period | $18.86 | $19.94 |
Total Return at NAV | (2.32)% | (0.30)% |
Ratios to average net assets of: | ||
Expenses, prior to expense reimbursements/waivers (b) | 0.28% (e) | 0.28% (c) |
Expenses, net of expense reimbursements/waivers (b)(d) | 0.24% (e) | —% (c) |
Net investment income gain, net of reimbursements/waivers | 3.49% | 3.10% (c) |
Supplemental data | ||
Net assets, end of period (in thousands) | $84,884 | $29,917 |
Portfolio turnover rate | 140% | —% |
(a) | The Fund commenced operations on October 12, 2017. Per share data and total return reflect activity from that date. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Annualized. |
(d) | Total net expenses include the impact of certain fee waivers/expense reimbursements made by the Investment Manager and certain of its affiliates, if applicable. |
(e) | The ratio includes less than 0.01% for the period ended October 31, 2018 attributed to overdraft expenses which is outside the unitary fee (as defined in Note 3). |
Prospectus 2019 | 41 |
Ticker Symbol |
MUST |
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3 |
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3 |
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3 |
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4 |
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6 |
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11 |
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11 |
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12 |
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12 |
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12 |
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13 |
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15 |
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22 |
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23 |
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25 |
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27 |
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28 |
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29 |
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29 |
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30 |
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31 |
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31 |
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32 |
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33 |
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33 |
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33 |
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35 |
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35 |
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36 |
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39 |
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40 |
2 | Prospectus 2019 |
(a) | Pursuant to the Investment Management Services Agreement with Columbia ETF Trust I on behalf of the Fund (the IMS Agreement), Columbia Management Investment Advisers, LLC (the Investment Manager) pays the operating costs and expenses of the Fund, but not taxes, interest, brokerage expenses, portfolio transaction expenses, and infrequent and/or unusual expenses. |
(b) | Other expenses are based on estimated amounts for the Fund’s current fiscal year. |
■ | you invest $10,000 in the Fund for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
1 year | 3 years | |
$29 | $90 |
Prospectus 2019 | 3 |
4 | Prospectus 2019 |
Prospectus 2019 | 5 |
6 | Prospectus 2019 |
Prospectus 2019 | 7 |
8 | Prospectus 2019 |
Prospectus 2019 | 9 |
10 | Prospectus 2019 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Catherine Stienstra | Senior Portfolio Manager and Head of Municipal Bond Investments | Lead Portfolio Manager | July 2018 | |||
Anders Myhran, CFA | Portfolio Manager | Portfolio Manager | July 2018 |
Prospectus 2019 | 11 |
12 | Prospectus 2019 |
Prospectus 2019 | 13 |
14 | Prospectus 2019 |
Prospectus 2019 | 15 |
16 | Prospectus 2019 |
Prospectus 2019 | 17 |
18 | Prospectus 2019 |
Prospectus 2019 | 19 |
20 | Prospectus 2019 |
Prospectus 2019 | 21 |
22 | Prospectus 2019 |
Prospectus 2019 | 23 |
24 | Prospectus 2019 |
Prospectus 2019 | 25 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Catherine Stienstra | Senior Portfolio Manager and Head of Municipal Bond Investments | Lead Portfolio Manager | July 2018 | |||
Anders Myhran, CFA | Portfolio Manager | Portfolio Manager | July 2018 |
26 | Prospectus 2019 |
■ | compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares; |
■ | the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
■ | separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates; |
■ | regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them; |
■ | insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and |
■ | regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund. |
Prospectus 2019 | 27 |
28 | Prospectus 2019 |
Prospectus 2019 | 29 |
30 | Prospectus 2019 |
Transaction Fees | |||
Standard Transaction Fee | Maximum Transaction Fee | Variable Charge | |
$500* | $2,000* | Up to 2.0% |
* | The Creation Transaction Fee may be as high as the Maximum Transaction Fee for transactions outside the NSCC's enhanced clearing process. |
Prospectus 2019 | 31 |
32 | Prospectus 2019 |
Prospectus 2019 | 33 |
34 | Prospectus 2019 |
■ | It can earn income on its investments. Examples of fund income are interest paid on money market instruments and dividends paid on common stocks. |
■ | A fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term). |
Declaration and Distribution Schedule | |
Declarations | Monthly |
Distributions | Monthly |
Prospectus 2019 | 35 |
■ | The Fund intends to qualify and to be eligible for treatment each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund's failure to qualify for treatment as a regulated investment company would result in Fund-level taxation, and consequently, a reduction in income available for distribution to you and in the NAV of your shares. Even if the Fund qualifies for treatment as a regulated investment company, the Fund may be subject to federal excise tax on certain undistributed income or gains. For Tax-Exempt Funds: If a Tax-Exempt Fund were to fail to qualify for treatment as a regulated investment company, the Fund could not pass through the tax-exempt character of income it receives to shareholders, and any dividends paid by the Fund in respect of its net tax-exempt income in general, would be taxable to you as ordinary income. |
■ | Otherwise taxable distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares. Dividends paid in January are deemed paid on December 31 of the prior year if the dividend was declared and payable to shareholders of record in October, November, or December of such prior year. |
■ | Distributions of the Fund's ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Fund's net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Fund has owned the investments that generated them, rather than how long you have owned your shares. The Fund expects to distribute net capital gains (if any) resulting from the Fund’s portfolio re-balancing, maturities, and other taxable dispositions of securities. |
■ | From time to time, a distribution from the Fund could constitute a return of capital. A return of capital is a return of an amount of your original investment and is not a distribution of income or capital gain from the Fund. Therefore, a return of capital is not taxable to you so long as the amount of the distribution does not exceed your tax basis in your Fund shares. A return of capital reduces your tax basis in your Fund shares, with any amounts exceeding such basis generally taxable as capital gain. |
■ | If you are an individual and you meet certain holding period and other requirements for your Fund shares, a portion of your distributions may be treated as “qualified dividend income” taxable at the lower net long-term capital gain rates instead of the higher ordinary income rates. Qualified dividend income is income attributable to the Fund's dividends received from certain U.S. and foreign corporations, as long as the Fund meets certain holding period and other requirements for the stock producing such dividends. The Fund does not expect a significant portion of Fund distributions to be eligible for treatment as qualified dividend income. |
■ | Certain high-income individuals (as well as estates and trusts) are subject to a 3.8% tax on net investment income. For individuals, the 3.8% tax applies to the lesser of (1) the amount (if any) by which the taxpayer's modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer's “net investment income.” |
Net investment income generally includes for this purpose dividends, including any capital gain dividends, paid by the Fund, and net gains recognized on the sale, redemption or exchange of shares of the Fund. For Tax-Exempt Funds: Exempt-interest dividends are not included in net investment income for this purpose, and are therefore not subject to the tax on net investment income. |
■ | Certain derivative instruments when held in the Fund's portfolio subject the Fund to special tax rules, the effect of which may be to, among other things, accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund portfolio securities, or convert capital gains into ordinary income, short-term capital losses into long-term capital losses or long-term capital gains into short-term capital gains. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. For Tax-Exempt Funds: Derivative instruments held by a Fund may also generate taxable income to the Fund. |
■ | Generally, a Fund realizes a capital gain or loss on an option when the option expires, or when it is exercised, sold or otherwise terminated. However, if an option is a “section 1256 contract,” which includes most traded options |
36 | Prospectus 2019 |
on a broad-based index, and the Fund holds such option at the end of its taxable year, the Fund is deemed to sell such option at fair market value at such time and recognize any gain or loss thereon, which is generally deemed to be 60% long-term and 40% short-term capital gain or loss, as described further in the SAI. |
■ | Income and proceeds received by the Fund from sources within foreign countries may be subject to foreign taxes. If at the end of the taxable year more than 50% of the value of the Fund's assets consists of securities of foreign corporations, and the Fund makes a special election, you will generally be required to include in your income for U.S. federal income tax purposes your share of the qualifying foreign income taxes paid by the Fund in respect of its foreign portfolio securities. You may be able to claim a foreign tax credit or deduction in respect of this amount, subject to certain limitations. There is no assurance that the Fund will make this election for a taxable year, even if it is eligible to do so. |
■ | For Tax-Exempt Funds: The Fund expects that distributions will consist primarily of exempt-interest dividends. Distributions of the Fund's net interest income from tax-exempt securities generally are not subject to U.S. federal income tax, but may be subject to state and local income and other taxes, as well as U.S. federal and state alternative minimum tax. Similarly, distributions of interest income that is exempt from state and local income taxes of a particular state may be subject to other taxes, including income taxes of other states, and U.S. federal and state alternative minimum tax. Certain income generated by tax-exempt securities, including capital gains on sales and market discount, is taxable. The Fund may invest a portion of its assets in securities that generate income that is not exempt from U.S. federal or state income tax. Distributions by the Fund of this income generally are taxable to you as ordinary income or long-term capital gain. Distributions of capital gains realized by the Fund, including those generated from the sale or exchange of tax-exempt securities, generally also are taxable to you. Distributions of the Fund's net short-term capital gain, if any, generally are taxable to you as ordinary income. |
■ | A sale, redemption or exchange of Fund shares is a taxable event. This includes redemptions where you are paid in securities. Your sales, redemptions and exchanges of Fund shares, including those paid in securities or other instruments, usually will result in a taxable capital gain or loss to you, equal to the difference between the amount you receive for your shares (or are deemed to have received in the case of exchanges) and your adjusted tax basis in the shares, which is generally the amount you paid (or are deemed to have paid in the case of exchanges) for them. Any such capital gain or loss generally will be long-term capital gain or loss if you have held your Fund shares for more than one year at the time of sale or exchange. In certain circumstances, capital losses may be converted from short-term to long-term; in other circumstances, capital losses may be disallowed under the “wash sale” rules. |
■ | Your broker will be responsible for furnishing tax reporting information for Fund shares held in a nonqualified account, shareholder reports, and other communications from the Fund. For sales or exchanges of Fund shares acquired in a nonqualified account after 2011, your broker is required to report basis and holding period information to you and the IRS. Your broker may offer a choice of basis calculation methods. Contact your broker to determine which basis methods are available for your account. |
■ | The Fund or, in the case of sales of Fund shares in the secondary market, your broker, will generally be required by federal law to withhold tax on any distributions and proceeds paid to you if you have not provided a correct TIN or have not certified to the Fund or its agent, or your broker, as the case may be, that withholding does not apply. |
■ | For Authorized Participants Purchasing and Redeeming in Creation Units: An Authorized Participant that exchanges equity securities for one or more Creation Units will generally recognize a gain or a loss on the exchange. The gain or loss will be equal to the difference between (i) the market value of the Creation Unit(s) at the time and, (ii) the exchanger’s aggregate basis in the securities surrendered plus (or minus) the Cash Component paid (or received). A person who redeems one or more Creation Units for equity securities will generally recognize a gain or loss equal to the difference between (i) the exchanger’s basis in the Creation Unit(s) and, (ii) the aggregate market value of the securities received plus (or minus) the Cash Component received (or paid). The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Unit(s) cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisors with respect to whether wash sale rules apply and when a loss might be deductible. Any capital gain or loss realized upon a |
Prospectus 2019 | 37 |
38 | Prospectus 2019 |
Prospectus 2019 | 39 |
Year
Ended
October 31, 2018 (a) |
|
Per share data | |
Net asset value, beginning of period | $20.00 |
Net investment income | 0.03 |
Net realized and unrealized loss | (0.01) |
Total from investment operations | 0.02 |
Net asset value, end of year | $20.02 |
Total Return at NAV | 0.10% |
Ratios to average net assets of: | |
Expenses, prior to expense reimbursements/waivers (b) | 0.28% (c) |
Expenses, net of expense reimbursements/waivers (b) | 0.28% (c) |
Net investment income gain, net of reimbursements/waivers | 2.34% (c) |
Supplemental data | |
Net assets, end of period (in thousands) | $16,014 |
Portfolio turnover rate | 48% |
(a) | The Fund commenced operations on October 10, 2018. Per share data and total return reflect activity from that date. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Annualized. |
40 | Prospectus 2019 |
Ticker Symbol |
ESGW |
Ticker Symbol |
ESGN |
Ticker Symbol |
ESGS |
(a) | Pursuant to the Investment Management Services Agreement with Columbia ETF Trust I on behalf of the Fund (the IMS Agreement), Columbia Management Investment Advisers, LLC (the Investment Manager) pays the operating costs and expenses of the Fund, but not taxes, interest, brokerage expenses, portfolio transaction expenses, and infrequent and/or unusual expenses. |
■ | you invest $10,000 in the Fund for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
1 year | 3 years | 5 years | 10 years | |
$41 | $128 | $224 | $505 |
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Year
by Year Total Return (%)
as of December 31 Each Year |
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart |
||
|
Best | 4th Quarter 2017 | 6.80% |
Worst
|
4th Quarter 2018 | -14.63% |
Inception Date | 1 Year | Life of Fund | |
At NAV | 06/13/2016 | ||
returns before taxes | -13.05% | 6.58% | |
returns after taxes on distributions | -15.72% | 3.82% | |
returns after taxes on distributions and sale of Fund shares | -6.70% | 4.39% | |
Beta Advantage® Sustainable Global Equity Income 200 Index (Net) (reflects reinvested dividends net of withholding taxes but reflects no deductions for fees, expenses or other taxes) | -13.42% | 6.48% | |
MSCI World Value Index (Net) (reflects reinvested dividends net of withholding taxes but reflects no deduction for fees, expenses or other taxes) | -10.78% | 5.58% |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Christopher Lo, CFA | Senior Portfolio Manager | Lead Portfolio Manager | 2016 |
Prospectus 2019 | 9 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Michael Barclay, CFA | Senior Portfolio Manager | Portfolio Manager | October 2018 |
10 | Prospectus 2019 |
(a) | Pursuant to the Investment Management Services Agreement with Columbia ETF Trust I on behalf of the Fund (the IMS Agreement), Columbia Management Investment Advisers, LLC (the Investment Manager) pays the operating costs and expenses of the Fund, but not taxes, interest, brokerage expenses, portfolio transaction expenses, and infrequent and/or unusual expenses. |
■ | you invest $10,000 in the Fund for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
1 year | 3 years | 5 years | 10 years | |
$46 | $144 | $252 | $567 |
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Year
by Year Total Return (%)
as of December 31 Each Year |
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart |
||
|
Best | 1st Quarter 2017 | 7.69% |
Worst
|
4th Quarter 2018 | -13.09% |
Inception Date | 1 Year | Life of Fund | |
At NAV | 06/13/2016 | ||
returns before taxes | -15.42% | 4.93% | |
returns after taxes on distributions | -17.17% | 3.18% | |
returns after taxes on distributions and sale of Fund shares | -7.81% | 3.66% | |
Beta Advantage® Sustainable International Equity Income 100 Index (Net) (reflects reinvested dividends net of withholding taxes but reflects no deductions for fees, expenses or other taxes) | -15.21% | 5.47% | |
MSCI World ex USA Value Index (Net) (reflects reinvested dividends net of withholding taxes but reflects no deductions for fees, expenses or other taxes) | -15.06% | 4.71% |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Christopher Lo, CFA | Senior Portfolio Manager | Lead Portfolio Manager | 2016 | |||
Michael Barclay, CFA | Senior Portfolio Manager | Portfolio Manager | October 2018 |
Prospectus 2019 | 17 |
18 | Prospectus 2019 |
(a) | Pursuant to the Investment Management Services Agreement with Columbia ETF Trust I on behalf of the Fund (the IMS Agreement), Columbia Management Investment Advisers, LLC (the Investment Manager) pays the operating costs and expenses of the Fund, but not taxes, interest, brokerage expenses, portfolio transaction expenses, and infrequent and/or unusual expenses. |
■ | you invest $10,000 in the Fund for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above. |
1 year | 3 years | 5 years | 10 years | |
$36 | $113 | $197 | $443 |
Prospectus 2019 | 19 |
20 | Prospectus 2019 |
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22 | Prospectus 2019 |
Year
by Year Total Return (%)
as of December 31 Each Year |
Best
and Worst Quarterly Returns
During the Period Shown in the Bar Chart |
||
|
Best | 4th Quarter 2017 | 7.90% |
Worst
|
4th Quarter 2018 | -15.70% |
Inception Date | 1 Year | Life of Fund | |
At NAV | 06/13/2016 | ||
returns before taxes | -11.41% | 7.70% | |
returns after taxes on distributions | -13.51% | 4.80% | |
returns after taxes on distributions and sale of Fund shares | -6.23% | 5.16% | |
Beta Advantage® Sustainable U.S. Equity Income 100 Index (Gross) (reflects no deductions for fees, expenses or taxes) | -11.34% | 8.02% | |
MSCI USA Value Index (Gross) (reflects no deductions for fees, expenses or taxes) | -7.18% | 6.96% |
Prospectus 2019 | 23 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Christopher Lo, CFA | Senior Portfolio Manager | Lead Portfolio Manager | 2016 | |||
Michael Barclay, CFA | Senior Portfolio Manager | Portfolio Manager | October 2018 |
24 | Prospectus 2019 |
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46 | Prospectus 2019 |
Investment
advisory services fee
rate for the fiscal year ended October 31, 2018 |
|
Columbia Sustainable Global Equity Income ETF | 0.40% |
Columbia Sustainable International Equity Income ETF | 0.45% |
Columbia Sustainable U.S. Equity Income ETF | 0.35% |
Prospectus 2019 | 47 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Christopher Lo, CFA | Senior Portfolio Manager | Lead Portfolio Manager | 2016 | |||
Michael Barclay, CFA | Senior Portfolio Manager | Portfolio Manager | October 2018 |
Fund | Index |
Columbia Sustainable Global Equity Income ETF | Beta Advantage ® Sustainable Global Equity Income 200 Index |
Columbia Sustainable International Equity Income ETF | Beta Advantage ® Sustainable International Equity Income 100 Index |
Columbia Sustainable U.S. Equity Income ETF | Beta Advantage ® Sustainable U.S. Equity Income 100 Index |
48 | Prospectus 2019 |
■ | compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares; |
■ | the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates; |
■ | separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates; |
■ | regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them; |
■ | insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and |
■ | regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund. |
Prospectus 2019 | 49 |
Creation Unit Value | |
Columbia Sustainable Global Equity Income ETF | $1,173,412.76 |
Columbia Sustainable International Equity Income ETF | $1,178,088.59 |
Columbia Sustainable U.S. Equity Income ETF | $1,209,763.75 |
Columbia Sustainable Global Equity Income ETF | ESGW |
Columbia Sustainable International Equity Income ETF | ESGN |
Columbia Sustainable U.S. Equity Income ETF | ESGS |
50 | Prospectus 2019 |
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52 | Prospectus 2019 |
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54 | Prospectus 2019 |
Prospectus 2019 | 55 |
■ | It can earn income on its investments. Examples of fund income are interest paid on money market instruments and dividends paid on common stocks. |
■ | A fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is generally unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than its adjusted cost basis, and will generally realize a capital loss if it sells that investment for a lower price than its adjusted cost basis. Capital gains and losses are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term) or more than one year (long-term). |
Declarations | Distributions | |
Columbia Sustainable Global Equity Income ETF | Quarterly | Quarterly |
Columbia Sustainable International Equity Income ETF | Quarterly | Quarterly |
Columbia Sustainable U.S. Equity Income ETF | Quarterly | Quarterly |
56 | Prospectus 2019 |
■ | The Fund intends to qualify and to be eligible for treatment each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund's failure to qualify for treatment as a regulated investment company would result in Fund-level taxation, and consequently, a reduction in income available for distribution to you and in the NAV of your shares. Even if the Fund qualifies for treatment as a regulated investment company, the Fund may be subject to federal excise tax on certain undistributed income or gains. |
■ | Otherwise taxable distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares. Dividends paid in January are deemed paid on December 31 of the prior year if the dividend was declared and payable to shareholders of record in October, November, or December of such prior year. |
■ | Distributions of the Fund's ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Fund's net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Fund has owned the investments that generated them, rather than how long you have owned your shares. |
■ | From time to time, a distribution from the Fund could constitute a return of capital. A return of capital is a return of an amount of your original investment and is not a distribution of income or capital gain from the Fund. Therefore, a return of capital is not taxable to you so long as the amount of the distribution does not exceed your tax basis in your Fund shares. A return of capital reduces your tax basis in your Fund shares, with any amounts exceeding such basis generally taxable as capital gain. |
■ | If you are an individual and you meet certain holding period and other requirements for your Fund shares, a portion of your distributions may be treated as “qualified dividend income” taxable at the lower net long-term capital gain rates instead of the higher ordinary income rates. Qualified dividend income is income attributable to the Fund's dividends received from certain U.S. and foreign corporations, as long as the Fund meets certain holding period and other requirements for the stock producing such dividends. |
■ | Certain high-income individuals (as well as estates and trusts) are subject to a 3.8% tax on net investment income. For individuals, the 3.8% tax applies to the lesser of (1) the amount (if any) by which the taxpayer's modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer's “net investment income.” |
Net investment income generally includes for this purpose dividends, including any capital gain dividends, paid by the Fund, and net gains recognized on the sale, redemption or exchange of shares of the Fund. |
■ | Certain derivative instruments when held in the Fund's portfolio subject the Fund to special tax rules, the effect of which may be to, among other things, accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund portfolio securities, or convert capital gains into ordinary income, short-term capital losses into long-term capital losses or long-term capital gains into short-term capital gains. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. |
■ | Generally, a Fund realizes a capital gain or loss on an option when the option expires, or when it is exercised, sold or otherwise terminated. However, if an option is a “section 1256 contract,” which includes most traded options on a broad-based index, and the Fund holds such option at the end of its taxable year, the Fund is deemed to sell such option at fair market value at such time and recognize any gain or loss thereon, which is generally deemed to be 60% long-term and 40% short-term capital gain or loss, as described further in the SAI. |
■ | Income and proceeds received by the Fund from sources within foreign countries may be subject to foreign taxes. If at the end of the taxable year more than 50% of the value of the Fund's assets consists of securities of foreign corporations, and the Fund makes a special election, you will generally be required to include in your income for U.S. federal income tax purposes your share of the qualifying foreign income taxes paid by the Fund in respect of |
Prospectus 2019 | 57 |
its foreign portfolio securities. You may be able to claim a foreign tax credit or deduction in respect of this amount, subject to certain limitations. There is no assurance that the Fund will make this election for a taxable year, even if it is eligible to do so. |
■ | A sale, redemption or exchange of Fund shares is a taxable event. This includes redemptions where you are paid in securities. Your sales, redemptions and exchanges of Fund shares, including those paid in securities or other instruments, usually will result in a taxable capital gain or loss to you, equal to the difference between the amount you receive for your shares (or are deemed to have received in the case of exchanges) and your adjusted tax basis in the shares, which is generally the amount you paid (or are deemed to have paid in the case of exchanges) for them. Any such capital gain or loss generally will be long-term capital gain or loss if you have held your Fund shares for more than one year at the time of sale or exchange. In certain circumstances, capital losses may be converted from short-term to long-term; in other circumstances, capital losses may be disallowed under the “wash sale” rules. |
■ | Your broker will be responsible for furnishing tax reporting information for Fund shares held in a nonqualified account, shareholder reports, and other communications from the Fund. For sales or exchanges of Fund shares acquired in a nonqualified account after 2011, your broker is required to report basis and holding period information to you and the IRS. Your broker may offer a choice of basis calculation methods. Contact your broker to determine which basis methods are available for your account. |
■ | The Fund or, in the case of sales of Fund shares in the secondary market, your broker, will generally be required by federal law to withhold tax on any distributions and proceeds paid to you if you have not provided a correct TIN or have not certified to the Fund or its agent, or your broker, as the case may be, that withholding does not apply. |
■ | For Authorized Participants Purchasing and Redeeming in Creation Units: An Authorized Participant that exchanges equity securities for one or more Creation Units will generally recognize a gain or a loss on the exchange. The gain or loss will be equal to the difference between (i) the market value of the Creation Unit(s) at the time and, (ii) the exchanger’s aggregate basis in the securities surrendered plus (or minus) the Cash Component paid (or received). A person who redeems one or more Creation Units for equity securities will generally recognize a gain or loss equal to the difference between (i) the exchanger’s basis in the Creation Unit(s) and, (ii) the aggregate market value of the securities received plus (or minus) the Cash Component received (or paid). The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Unit(s) cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisors with respect to whether wash sale rules apply and when a loss might be deductible. Any capital gain or loss realized upon a redemption of one or more Creation Units is generally treated as long-term capital gain or loss if the Creation Unit(s) have been held for more than one year and as short-term capital gain or loss if they have been held for one year or less. If you purchase or redeem Creation Units, you will be sent a confirmation statement showing how many shares you purchased or sold and at what price. |
58 | Prospectus 2019 |
Prospectus 2019 | 59 |
Year
Ended October 31,
|
|||
2018 | 2017 | 2016 (a) | |
Per share data | |||
Net asset value, beginning of year | $30.44 | $25.64 | $24.61 |
Net investment income | 0.81 | 0.73 | 0.21 |
Net realized and unrealized gain | (0.97) | 5.07 | 1.01 |
Total from investment operations | (0.16) | 5.80 | 1.22 |
Less distributions to shareholders: | |||
Net investment income | (0.89) | (0.66) | (0.19) |
Net realized gains | (1.56) | (0.34) | — |
Total distribution to shareholders | (2.45) | (1.00) | (0.19) |
Net asset value, end of year | $27.83 | $30.44 | $25.64 |
Total Return at NAV | (0.94)% | 23.00% | 4.95% |
Ratios to average net assets of: | |||
Expenses, prior to expense reimbursements/waivers (b) | 0.40% | 0.40% | 0.40% (c) |
Expenses, net of expense reimbursements/waivers (b) | 0.40% | 0.40% | 0.40% (c) |
Net investment income gain, net of reimbursements/waivers | 2.71% | 2.55% | 2.17% (c) |
Supplemental data | |||
Net assets, end of year (in thousands) | $6,959 | $7,612 | $5,129 |
Portfolio turnover rate | 67% | 66% | 18% |
(a) | The Fund commenced operations on June 13, 2016. Per share data and total return reflect activity from that date. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Annualized. |
60 | Prospectus 2019 |
Year
Ended October 31,
|
|||
2018 | 2017 | 2016 (a) | |
Per share data | |||
Net asset value, beginning of year | $30.59 | $25.34 | $24.51 |
Net investment income | 0.92 | 0.76 | 0.24 |
Net realized and unrealized gain | (3.32) | 5.47 | 0.81 |
Total from investment operations | (2.40) | 6.23 | 1.05 |
Less distributions to shareholders: | |||
Net investment income | (0.94) | (0.65) | (0.22) |
Net realized gains | (0.57) | (0.33) | — |
Total distribution to shareholders | (1.51) | (0.98) | (0.22) |
Net asset value, end of year | $26.68 | $30.59 | $25.34 |
Total Return at NAV | (8.25)% | 25.13% | 4.27% |
Ratios to average net assets of: | |||
Expenses, prior to expense reimbursements/waivers (b) | 0.45% | 0.45% | 0.45% (c) |
Expenses, net of expense reimbursements/waivers (b) | 0.45% | 0.45% | 0.45% (c) |
Net investment income gain, net of reimbursements/waivers | 3.11% | 2.71% | 2.50% (c) |
Supplemental data | |||
Net assets, end of year (in thousands) | $13,343 | $12,239 | $5,070 |
Portfolio turnover rate | 82% | 87% | 22% |
(a) | The Fund commenced operations on June 13, 2016. Per share data and total return reflect activity from that date. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Annualized. |
Prospectus 2019 | 61 |
Year
Ended October 31,
|
|||
2018 | 2017 | 2016 (a) | |
Per share data | |||
Net asset value, beginning of year | $30.30 | $25.86 | $24.68 |
Net investment income | 0.77 | 0.73 | 0.19 |
Net realized and unrealized gain | 0.64 | 4.72 | 1.16 |
Total from investment operations | 1.41 | 5.45 | 1.35 |
Less distributions to shareholders: | |||
Net investment income | (0.75) | (0.67) | (0.17) |
Net realized gains | (2.71) | (0.34) | — |
Total distribution to shareholders | (3.46) | (1.01) | (0.17) |
Net asset value, end of year | $28.25 | $30.30 | $25.86 |
Total Return at NAV | 4.35% | 21.36% | 5.47% |
Ratios to average net assets of: | |||
Expenses, prior to expense reimbursements/waivers (b) | 0.35% | 0.35% | 0.35% (c) |
Expenses, net of expense reimbursements/waivers (b) | 0.35% | 0.35% | 0.35% (c) |
Net investment income gain, net of reimbursements/waivers | 2.55% | 2.53% | 1.96% (c) |
Supplemental data | |||
Net assets, end of year (in thousands) | $4,239 | $3,031 | $5,172 |
Portfolio turnover rate | 61% | 55% | 15% |
(a) | The Fund commenced operations on June 13, 2016. Per share data and total return reflect activity from that date. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
(c) | Annualized. |
62 | Prospectus 2019 |
Columbia ETF Trust I |
Columbia Diversified Fixed Income Allocation ETF: DIAL |
Columbia Multi-Sector Municipal Income ETF: MUST |
Columbia Sustainable Global Equity Income ETF: ESGW |
Columbia Sustainable International Equity Income ETF: ESGN |
Columbia Sustainable U.S. Equity Income ETF: ESGS |
Columbia ETF Trust II |
Columbia Beyond BRICs ETF: BBRC |
Columbia EM Core ex-China ETF: XCEM |
Columbia EM Quality Dividend ETF: HILO |
Columbia Emerging Markets Consumer ETF: ECON |
Columbia India Consumer ETF: INCO |
Columbia India Infrastructure ETF: INXX |
Columbia India Small Cap ETF: SCIN |
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2 |
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6 |
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9 |
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15 |
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15 |
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51 |
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80 |
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80 |
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82 |
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82 |
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85 |
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86 |
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87 |
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87 |
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88 |
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88 |
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89 |
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89 |
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94 |
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94 |
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95 |
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98 |
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98 |
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108 |
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112 |
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112 |
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115 |
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116 |
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117 |
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118 |
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118 |
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118 |
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119 |
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119 |
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120 |
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122 |
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122 |
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128 |
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129 |
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130 |
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144 |
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150 |
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151 |
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151 |
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160 |
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A-1 |
|
B-1 |
Statement of Additional Information – March 1, 2019 | 1 |
■ | the organization of each Trust; |
■ | the Funds' investments; |
■ | the Funds' investment adviser, investment subadviser(s) (if any) and other service providers, including roles and relationships of Ameriprise Financial and its affiliates, and conflicts of interest; |
■ | the governance of the Funds; |
■ | the Funds' brokerage practices; |
■ | the purchase, redemption and pricing of Fund Creation Units; and |
■ | the application of U.S. federal income tax laws. |
1933 Act | Securities Act of 1933, as amended |
1934 Act | Securities Exchange Act of 1934, as amended |
1940 Act | Investment Company Act of 1940, as amended |
Active Fund(s) | Funds that are actively managed and do not seek to replicate the performance of a specified index; there are no Active Funds currently offered in this SAI |
Administrator | The Bank of New York Mellon or BNY Mellon |
Administrative Services Agreement | The Fund Administration and Accounting Agreement, as amended, if applicable, between a Trust, on behalf of its Funds, and the Administrator |
Advisers Act | Investment Advisers Act of 1940, as amended |
Ameriprise Financial | Ameriprise Financial, Inc. |
Statement of Additional Information – March 1, 2019 | 2 |
Authorized Participant | A broker-dealer or other participant in the Continuous Net Settlement System of the National Securities Clearing Corporation (NSCC) or a participant in DTC with access to the DTC system, and who has executed an agreement with the Distributor that governs transactions in the Funds’ Creation Units |
Balancing Amount | An amount equal to the difference between the NAV of a Creation Unit and the market value of the In-Kind Creation (or Redemption) Basket, used to ensure that the NAV of a Fund Deposit (or Redemption) (other than the Transaction Fee) is identical to the NAV of the Creation Unit being purchased |
Board | A Trust’s Board of Trustees |
Business Day | Any day on which the NYSE is open for business |
Cash Component | An amount of cash consisting of a Balancing Amount and a Transaction Fee calculated in connection with creations |
Cash Redemption Amount | An amount of cash consisting of a Balancing Amount and a Transaction Fee calculated in connection with redemptions |
CEA | Commodity Exchange Act |
CFTC | The United States Commodities Futures Trading Commission |
CMOs | Collateralized mortgage obligations |
Code | Internal Revenue Code of 1986, as amended |
Codes of Ethics | The codes of ethics adopted by the Funds, the Investment Manager, ALPS Distributors, Inc. and/or any sub-adviser, as applicable, pursuant to Rule 17j-1 under the 1940 Act |
Columbia ETF Trust I | CET I |
Columbia ETF Trust II | CET II |
Columbia Funds or Columbia Funds Complex | The fund complex, including the Funds, that is comprised of the registered investment companies, including traditional mutual funds, closed-end funds, and ETFs, advised by the Investment Manager or its affiliates |
Columbia Management | Columbia Management Investment Advisers, LLC |
Creation Unit | An aggregation of 50,000 shares that each Fund issues and redeems on a continuous basis at NAV. Shares will not be issued or redeemed except in Creation Units |
Custodian | BNY Mellon |
Distribution Agreement | The Distribution Agreement between a Trust, on behalf of its Funds, and the Distributor |
Distribution Plan(s) | One or more of the plans adopted by the Board pursuant to Rule 12b-1 under the 1940 Act for the distribution of the Funds’ shares |
Distributor | ALPS Distributors, Inc. |
DTC | Depository Trust Company |
Exchange | NYSE Arca, Inc. |
FDIC | Federal Deposit Insurance Corporation |
FHLMC | The Federal Home Loan Mortgage Corporation |
FINRA | Financial Industry Regulatory Authority |
Fitch | Fitch, Inc. |
FNMA | Federal National Mortgage Association |
Foreign Funds | Collectively, Columbia Sustainable Global Equity Income ETF, Columbia Sustainable International Equity Income ETF and each series of CET II |
The Fund(s) or a Fund | One or more of the ETFs listed on the front cover of this SAI |
Fund Deposit | The In-Kind Creation Basket and Cash Component necessary to purchase a Creation Unit from a Fund |
Fund Redemption | The In-Kind Redemption Basket and Cash Redemption Amount received in connection with the redemption of a Creation Unit |
Statement of Additional Information – March 1, 2019 | 3 |
GNMA | Government National Mortgage Association |
IIV or Intraday Indicative Value | An approximate per-share value of a Fund’s portfolio, disseminated every fifteen seconds throughout the trading day by the Exchange or other information providers |
In-Kind Creation Basket | Basket of securities to be deposited to purchase Creation Units of a Fund; the In-Kind Creation Basket will identify the name and number of shares of each security or other instrument to be contributed, in kind, to a Fund for a Creation Unit |
In-Kind Redemption Basket | Basket of securities or other instruments a shareholder will receive upon redemption of a Creation Unit |
Independent Trustees | The Trustees of the Board who are not “interested persons” (as defined in the 1940 Act) of the Funds |
Index | The index identified in a Fund’s prospectus, the performance of which the Fund seeks to track |
Index Fund(s) | Index-based ETFs that seek to replicate the performance of a specified index; each series of CET I and CET II are Index Funds |
Interested Trustees | The Trustees of the Board who are currently deemed to be “interested persons” (as defined in the 1940 Act) of the Funds |
Investment Management Services Agreement | The Investment Management Services Agreement, as amended, if applicable, between a Trust, on behalf of its Funds, and the Investment Manager |
Investment Manager | Columbia Management Investment Advisers, LLC |
IRS | United States Internal Revenue Service |
LIBOR | London Interbank Offered Rate* |
Moody’s | Moody’s Investors Service, Inc. |
NASDAQ | National Association of Securities Dealers Automated Quotations system |
NAV | Net asset value per share of a Fund |
NRSRO | Nationally recognized statistical ratings organization (such as, for example, Moody’s, Fitch or S&P) |
NSCC | National Securities Clearing Corporation |
NYSE | New York Stock Exchange |
Previous Adviser | Emerging Global Advisors, LLC, the investment adviser of the series of CET II prior to September 1, 2016 (when Columbia Management acquired Emerging Global Advisors, LLC) |
PwC | PricewaterhouseCoopers LLP |
REIT | Real estate investment trust |
REMIC | Real estate mortgage investment conduit |
RIC | A “regulated investment company,” as such term is used in the Code |
S&P | Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and “S&P” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Investment Manager. The Columbia Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Columbia Funds) |
SAI | This Statement of Additional Information, as amended and supplemented from time-to-time |
SEC | United States Securities and Exchange Commission |
Shares | Shares of a Fund |
Subsidiary | One or more wholly-owned subsidiaries of a Fund |
Threadneedle | Threadneedle International Limited |
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Transaction Fees | Fees imposed to compensate the Trust for costs incurred in connection with transactions for Creation Units; Transaction Fees may include both a fixed and variable component |
Transfer Agency Agreement | The Transfer Agency Agreement between a Trust, on behalf of its Funds, and the Transfer Agent |
Transfer Agent | BNY Mellon |
Transmittal Date | The Business Day on which an order to create or redeem a Creation Unit is placed |
Trustee(s) | One or more members of the Board |
Trusts | Columbia ETF Trust I and Columbia ETF Trust II, the registered investment companies in the Columbia Funds Complex to which this SAI relates |
* | On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. |
Fund Name: | Referred to as: | |
Columbia Beyond BRICs ETF | Beyond BRICs ETF | |
Columbia Diversified Fixed Income Allocation ETF | Diversified Fixed Income Allocation ETF | |
Columbia EM Core ex-China ETF | EM Core ex-China ETF | |
Columbia EM Quality Dividend ETF | EM Quality Dividend ETF | |
Columbia Emerging Markets Consumer ETF | Emerging Markets Consumer ETF | |
Columbia India Consumer ETF | India Consumer ETF | |
Columbia India Infrastructure ETF | India Infrastructure ETF | |
Columbia India Small Cap ETF | India Small Cap ETF | |
Columbia Multi-Sector Municipal Income ETF | Multi-Sector Municipal Income ETF | |
Columbia Sustainable Global Equity Income ETF | Sustainable Global Equity Income ETF | |
Columbia Sustainable International Equity Income ETF | Sustainable International Equity Income ETF | |
Columbia Sustainable U.S. Equity Income ETF | Sustainable U.S. Equity Income ETF |
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Fund | Fiscal Year End | Prospectus Date | Date Began Operations | Diversified* | Fund Investment Category** |
Beyond BRICs ETF | March 31 | 8/1/2018 | 8/15/2012 | Yes | Equity |
Diversified Fixed Income Allocation ETF | October 31 | 3/1/2019 | 10/12/2017 | Yes | Fixed Income |
EM Core ex-China ETF | March 31 | 8/1/2018 | 9/2/2015 | No | Equity |
EM Quality Dividend ETF | March 31 | 8/1/2018 | 8/4/2011 | Yes | Equity |
Emerging Markets Consumer ETF | March 31 | 8/1/2018 | 9/14/2010 | No | Equity |
India Consumer ETF | March 31 | 8/1/2018 | 8/10/2011 | No | Equity |
India Infrastructure ETF | March 31 | 8/1/2018 | 8/11/2010 | No | Equity |
India Small Cap ETF | March 31 | 8/1/2018 | 7/7/2010 | No | Equity |
Multi-Sector Municipal Income ETF | October 31 | 3/1/2019 | 10/10/2018 | Yes | Fixed Income |
Sustainable Global Equity Income ETF | October 31 | 3/1/2019 | 6/13/2016 | Yes | Equity |
Sustainable International Equity Income ETF | October 31 | 3/1/2019 | 6/13/2016 | Yes | Equity |
Sustainable U.S. Equity Income ETF | October 31 | 3/1/2019 | 6/13/2016 | Yes | Equity |
* | A “diversified” Fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. A “non-diversified” Fund may invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a “diversified” fund holding a greater number of investments. Accordingly, a “non-diversified” Fund’s value will likely be more volatile than the value of a more diversified fund. |
** | The Fund Investment Category is used as a convenient way to describe Funds in this SAI and should not be deemed a description of the Fund’s principal investment strategies, which are described in the Fund’s prospectus. |
Fund | Effective Date of Name Change | Previous Fund Name |
Beyond BRICs ETF | October 19, 2016 | EGShares Beyond BRICs ETF |
EM Core ex-China ETF | October 19, 2016 | EGShares EM Core ex-China ETF |
EM Quality Dividend ETF |
October
19, 2016
January 26, 2015 |
EGShares
EM Quality Dividend ETF
EGShares Low Volatility Emerging Markets Dividend ETF |
Emerging Markets Consumer ETF | October 19, 2016 | EGShares Emerging Markets Consumer ETF |
India Consumer ETF | October 19, 2016 | EGShares India Consumer ETF |
India Infrastructure ETF | October 19, 2016 | EGShares India Infrastructure ETF |
India Small Cap ETF | October 19, 2016 | EGShares India Small Cap ETF |
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A. | Buy or sell real estate |
A1 – | The Fund will not buy or sell real estate, unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the Fund from investing in: (i) securities or other instruments backed by real estate or interests in real estate, (ii) securities or other instruments of issuers or entities that deal in real estate or are engaged in the real estate business, (iii) real estate investment trusts (REITs) or entities similar to REITs formed under the laws of non-U.S. countries or (iv) real estate or interests in real estate acquired through the exercise of its rights as a holder of securities secured by real estate or interests therein. |
A2 – | The Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from (i) purchasing or selling securities or instruments secured by real estate or interests therein, securities or instruments representing interests in real estate or securities or instruments of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein; and (ii) making, purchasing or selling real estate mortgage loans. |
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B. | Buy or sell physical commodities* |
B1 – | The Fund will not purchase or sell commodities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
B2 – | The Fund may not purchase or sell commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from (i) engaging in transactions involving currencies and futures contracts and options thereon; or (ii) investing in securities or other instruments that are secured by commodities. |
* | For purposes of the fundamental investment policy on buying and selling physical commodities, the Funds will not consider swap contracts on financial instruments or rates to be commodities for purposes of this restriction despite any federal legislation or regulatory action by the CFTC that subjects such swaps to regulation by the CFTC. |
C. | Issuer Diversification* |
C1 – | The Fund will not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations; and (b) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. |
C2 – | The Fund, with respect to at least 75% of its total assets, will not purchase securities, other than Government securities and securities of other investment companies, if, at the time of purchase: (i) more than 5% of the Fund’s total assets would be invested in the securities of any particular issuer or (ii) such purchase would cause the Fund to hold more than 10% of the outstanding voting securities of any particular issuer. |
C3 – | The Fund is ‘‘non-diversified’’ which means that the proportion of the Fund’s assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. The Fund, however, intends to seek to qualify as a ‘‘regulated investment company’’ (‘‘RIC’’) for purposes of the Internal Revenue Code of 1986 (the ‘‘Code’’), which imposes diversification requirements on these Funds that are less restrictive than the requirements applicable to the ‘‘diversified’’ investment companies under the 1940 Act. |
* | For purposes of applying the limitation set forth in its issuer diversification policy above, a Fund does not consider futures or swaps central counterparties, where the Fund has exposure to such central counterparties in the course of making investments in futures and securities, to be issuers. |
D. | Concentration* |
D1 – | Except that a Fund may concentrate to approximately the same extent that its index concentrates in such particular industry or industries, the Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. For purposes of determining whether a Fund is concentrated in an industry or group of industries, the Fund may concentrate its investment in the securities of companies engaged in a single industry or group of industries to approximately the same extent as its Index. |
D2 – | The Fund may not invest 25% or more of the Fund’s net assets in securities of issuers in any one industry or group of industries (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or securities of other investment companies), except that a Fund may invest 25% or more of its net assets in securities of issuers in the same industry to approximately the same extent that the Fund’s corresponding index concentrates in the securities of a particular industry or group of industries. Accordingly, if the Fund’s corresponding index stops concentrating in the securities of a particular industry or group of industries, the Fund will also discontinue concentrating in such securities. |
D3 – | Except that a Fund will be concentrated to approximately the same extent that its index concentrates in such particular industry or industries, the Fund will not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, |
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* | For purposes of applying the limitation set forth in its concentration policy, above, a Fund will generally use the industry classifications provided by the Global Industry Classification System (GICS) for classification of issuers of equity securities and the classifications provided by the Barclays Capital Aggregate Bond Index for classification of issues of fixed-income securities. A Fund does not consider futures or swaps clearinghouses or securities clearinghouses, where the Fund has exposure to such clearinghouses in the course of making investments in futures and securities, to be part of any industry. |
E. | Act as an underwriter |
E1 – | The Fund will not underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer where the Fund later resells such securities. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies. |
E2 – | The Fund may not act as an underwriter, except to the extent the Fund may be deemed to be an underwriter when disposing of securities it owns or when selling its own Shares. |
F. | Lending |
F1 – | The Fund will not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
F2 – | The Fund may not make loans if, as a result, more than 33 1 ⁄ 3 % of its total assets would be lent to other persons, including other investment companies to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder which may be adopted, granted or issued by the SEC. This limitation does not apply to (i) the lending of portfolio securities; (ii) the purchase of debt securities, other debt instruments, loan participations and/or engaging in direct corporate loans in accordance with its investment goals and policies; and (iii) repurchase agreements to the extent the entry into a repurchase agreement is deemed to be a loan. |
G. | Borrowing |
G1 – | The Fund will not borrow money except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
G2 – | The Fund may not borrow money, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC. |
H. | Issue senior securities |
H1 – | The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
H2 – | The Fund may not issue senior securities, except to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC. |
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1. | Acquire voting securities of an issuer for the purpose of controlling or influencing management of the issuer. |
2. | Acquire more than: (i) 10% of the outstanding non-voting equity securities of any one issuer; (ii) 10% of the outstanding debt securities issued by any one issuer; (iii) 10% of the outstanding money market instruments issued by any one issuer; or (iv) 25% of the outstanding shares of any one registered or unregistered investment company. The limits in (ii), (iii) and (iv) may be disregarded at the time of acquisition if, at that time, the gross amount of the debt securities or of the money market instruments, or the net amount of the investment company shares, cannot be calculated. This limitation does not apply to transferable securities and money market instruments that are issued or guaranteed by: (a) a member state of the European Union (‘‘EU’’) or its local authorities; (b) a member state of the Organization for Economic Cooperation and Development (‘‘OECD’’); (c) Singapore or Brazil; or (d) other public international organizations of which one or more EU member states are members. |
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3. | Sell securities short, provided that this restriction shall not apply to short sales ‘‘against the box’’ (i.e., entering into short sales for portfolio securities that are held by the Fund). |
4. | Acquire precious metals or related certificates evidencing ownership of precious metals, provided that this restriction shall not prevent the Fund from investing in companies that directly or indirectly own, acquire or trade in precious metals. |
5. | Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from: (i) purchasing or selling securities or instruments secured by real estate or interests therein, securities or instruments representing interests in real estate or securities or instruments of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein; and (ii) making, purchasing or selling real estate mortgage loans. |
6. | Purchase or sell commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from: (i) engaging in transactions involving currencies and futures contracts and options thereon; or (ii) investing in securities or other instruments that are secured by commodities. |
7. | Make loans, except that this limitation does not apply to: (i) the lending of portfolio securities; (ii) the purchase of debt securities, other debt instruments or loan participations in accordance with its investment goals and policies; and (iii) repurchase agreements to the extent the entry into a repurchase agreement is deemed to be a loan. |
8. | Act as a guarantor for third-parties, except that the Fund may from time to time enter into agreements with third parties containing provisions under which the Fund may indemnify or hold harmless third-parties in certain circumstances, or pay specified liquidation amounts upon early termination or breach to third-parties. |
9. | Invest in the aggregate more than 10% of its net assets in the shares of other registered or unregistered investment companies. |
1. | Borrow an amount exceeding 10% of the value of its net assets and may borrow only on a temporary basis. |
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Type of Investment | Equity Funds | Fixed Income Funds | |
Asset Backed Securities | • | • | |
Bank Obligations (Domestic and Foreign) | • | • | |
Collateralized Bond Obligations | • | • | |
Commercial Paper | • | • | |
Common Stock | • | • | |
Convertible Securities | • | • | |
Corporate Debt Securities | • | • | |
Custody Receipts and Trust Certificates | • | • |
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Type of Investment | Equity Funds | Fixed Income Funds | |
Debt Obligations | • (a) | • | |
Depositary Receipts | • | • | |
Derivatives | • | • | |
Dollar Rolls | • | • | |
Exchange-Traded Notes | • | • | |
Foreign Currency Transactions | • | • | |
Foreign Securities | • | • | |
Guaranteed Investment Contracts (Funding Agreements) | • | • | |
High-Yield Securities | • | • | |
Illiquid Investments | • | • | |
Inflation Protected Securities | • | • | |
Initial Public Offerings | • | • | |
Inverse Floaters | • | • | |
Investments in Other Investment Companies (Including ETFs) | • | • | |
Listed Private Equity Funds | • | • | |
Money Market Instruments | • | • | |
Mortgage-Backed Securities | • | • | |
Municipal Securities | • | • | |
Participation Interests | • | • | |
Partnership Securities | • | • | |
Preferred Stock | • | • | |
Private Placement and Other Restricted Securities | • | • | |
Real Estate Investment Trusts | • | • | |
Repurchase Agreements | • | • | |
Reverse Repurchase Agreements | • | • | |
Short Sales | • (b) | • (b) | |
Sovereign Debt | • | • | |
Standby Commitments | • | • | |
U.S. Government and Related Obligations | • | • | |
Variable and Floating Rate Obligations | • | • | |
Warrants and Rights | • | • |
(a) | Each series of CET II may invest a portion of its assets, for cash management purposes, in liquid, high-quality, short-term debt securities (including repurchase agreements) of corporations, the U.S. government and its agencies and instrumentalities, and banks and finance companies. |
(b) | The Funds may engage in short sales in accordance with their investment objective and subject to any Fundamental or Non-Fundamental Investment policy. |
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■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. The Fund may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value (sometimes dramatically) due to foreign market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk (the risk that Fund performance may be negatively impacted by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund exposes a significant percentage of its assets to currencies other than the U.S. dollar). The effectiveness of any currency hedging strategy by a Fund may be reduced by the Fund’s inability to precisely match forward contract amounts and the value of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency. Unanticipated changes in the currency markets could result in reduced performance for the Fund. When the Fund converts its foreign currencies into U.S. dollars, it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market. Forward foreign currency contracts that settle net in cash are also considered to be swap agreements under applicable U.S. law and references to forward contracts in the prospectus also include currency swap contracts. |
■ | A forward interest rate agreement is a derivative whereby the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates (based on the notional value of the agreement). If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates (based on the notional value of the agreement). The Fund may act as a buyer or a seller. |
■ | A bond (or debt instrument) future is a derivative that is an agreement for the contract holder to buy or sell a bond or other debt instrument, a basket of bonds or other debt instrument, or the bonds or other debt instruments in an index on a specified date at a predetermined price. The buyer (long position) of a bond future is obliged to buy the underlying reference at the agreed price on expiry of the future. |
■ | A commodity-linked future is a derivative that is an agreement to buy or sell one or more commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures at a specific date in the future at a specific price. |
■ | A currency future , also an FX future or foreign exchange future, is a derivative that is an agreement to exchange one currency for another at a specified date in the future at a price (exchange rate) that is fixed on the purchase date. |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
Statement of Additional Information – March 1, 2019 | 57 |
■ | An interest rate future is a derivative that is an agreement whereby the buyer and seller agree to the future delivery of an interest-bearing instrument on a specific date at a pre-determined price. Examples include Treasury-bill futures, Treasury-bond futures and Eurodollar futures. |
■ | Structured investments include collateralized debt obligations which are debt instruments that are collateralized by the underlying cash flows of a pool of financial assets or receivables. |
■ | A commodity-linked structured note is a derivative (structured investment) that has principal and/or interest payments based on the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), a basket of commodities, indices of commodity futures or other economic variable. If payment of interest on a commodity-linked structured note is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might receive lower interest payments (or not receive any of the interest due) on its investments if there is a loss of value in the underlying reference. Further, to the extent that the amount of principal to be repaid upon maturity is |
Statement of Additional Information – March 1, 2019 | 58 |
linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might not receive a portion (or any) of the principal at maturity of the investment or upon earlier exchange. At any time, the risk of loss associated with a particular structured note in the Fund’s portfolio may be significantly higher than the value of the note. A liquid secondary market may not exist for the commodity-linked structured notes held in the Fund’s portfolio, which may make it difficult for the notes to be sold at a price acceptable to the portfolio manager(s) or for the Fund to accurately value them. |
■ | An equity-linked note (ELN) is a derivative (structured investment) that has principal and/or interest payments based on the value of a single equity security, a basket of equity securities or an index of equity securities, and generally has risks similar to these underlying equity securities. ELNs may be leveraged or unleveraged. An ELN typically provides interest income, thereby offering a yield advantage over investing directly in an underlying equity. The Fund may purchase ELNs that trade on a securities exchange or those that trade on the over-the-counter markets, as well as in privately negotiated transactions with the issuer of the ELN. Investments in ELNs are also subject to liquidity risk, which may make ELNs difficult to sell and value. The liquidity of unlisted ELNs is normally determined by the willingness of the issuer to make a market in the ELN. While the Fund will seek to purchase ELNs only from issuers that it believes to be willing and able to repurchase the ELN at a reasonable price, there can be no assurance that the Fund will be able to sell at such a price. Furthermore, such inability to sell may impair the Fund’s ability to enter into other transactions at a time when doing so might be advantageous. The Fund’s investments in ELNs have the potential to lead to significant losses, including the amount the Fund invested in the ELN, because ELNs are subject to the market and volatility risks associated with their underlying equity. In addition, because ELNs often take the form of unsecured notes of the issuer, the Fund would be subject to the risk that the issuer may default on its obligations under the ELN, thereby subjecting the Fund to the further risk of being too concentrated in the securities (including ELNs) of that issuer. However, the Fund typically considers ELNs alongside other securities of the issuer in its assessment of issuer concentration risk. In addition, ELNs may exhibit price behavior that does not correlate with the underlying securities. ELNs may also be subject to leverage risk. The Fund may or may not hold an ELN until its maturity. ELNs also include participation notes. |
■ | A commodity-linked swap is a derivative (swap) that is an agreement where the underlying reference is the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures. |
■ | Contracts for differences are swap arrangements in which the parties agree that their return (or loss) will be based on the relative performance of two different groups or baskets of securities or other instruments. Often, one or both baskets will be an established securities index. The Fund’s return will be based on changes in value of theoretical long futures positions in the securities comprising one basket (with an aggregate face value equal to the notional amount of the contract for differences) and theoretical short futures positions in the securities comprising the other basket. The Fund also may use actual long and short futures positions and achieve similar market exposure by netting the payment obligations of the two contracts. If the short basket outperforms the long basket, the Fund will realize a loss – even in circumstances when the securities in both the long and short baskets appreciate in value. |
■ | A credit default swap (including a swap on a credit default index, sometimes referred to as a credit default swap index) is a derivative and special type of swap where one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return upon the occurrence of a particular credit event by one or more third parties, such as bankruptcy, default or a similar event. A credit default swap may be embedded within a structured note or other derivative instrument. Credit default swaps enable an investor to buy or sell protection against such a credit event (such as an issuer’s bankruptcy, restructuring or failure to make timely payments of interest or principal). Credit default swap indices are indices that reflect the performance of a basket of credit default swaps and are subject to the same risks as credit default swaps. If such a default were to occur, any contractual remedies that the Fund may have may be subject to bankruptcy and insolvency laws, which could delay or limit the Fund's recovery. Thus, if the counterparty under a credit default swap defaults on its obligation to make payments thereunder, as a result of its bankruptcy or otherwise, the Fund may |
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lose such payments altogether, or collect only a portion thereof, which collection could involve costs or delays. The Fund’s return from investment in a credit default swap index may not match the return of the referenced index. Further, investment in a credit default swap index could result in losses if the referenced index does not perform as expected. Unexpected changes in the composition of the index may also affect performance of the credit default swap index. If a referenced index has a dramatic intraday move that causes a material decline in the Fund’s net assets, the terms of the Fund’s credit default swap index may permit the counterparty to immediately close out the transaction. In that event, the Fund may be unable to enter into another credit default swap index or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. |
■ | An inflation rate swap is a derivative typically used to transfer inflation risk from one party to another through an exchange of cash flows. In an inflation rate swap, one party pays a fixed rate on a notional principal amount, while the other party pays a floating rate linked to an inflation index, such as the Consumer Price Index (CPI). |
■ | An interest rate swap is a derivative in which two parties agree to exchange interest rate cash flows, based on a specified notional amount from a fixed rate to a floating rate (or vice versa) or from one floating rate to another. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and foreign interest rates. |
■ | Total return swaps are derivative swap transactions in which one party agrees to pay the other party an amount equal to the total return of a defined underlying reference during a specified period of time. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return of a different underlying reference. |
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Statement of Additional Information – March 1, 2019 | 71 |
Statement of Additional Information – March 1, 2019 | 72 |
Statement of Additional Information – March 1, 2019 | 73 |
Statement of Additional Information – March 1, 2019 | 74 |
Statement of Additional Information – March 1, 2019 | 75 |
Statement of Additional Information – March 1, 2019 | 76 |
Statement of Additional Information – March 1, 2019 | 77 |
Statement of Additional Information – March 1, 2019 | 78 |
Statement of Additional Information – March 1, 2019 | 79 |
Statement of Additional Information – March 1, 2019 | 80 |
Statement of Additional Information – March 1, 2019 | 81 |
Statement of Additional Information – March 1, 2019 | 82 |
(a) | In return for the investment advisory services fee, the Investment Manager has agreed to pay the operating costs and expenses of the Fund other than the following expenses, which will be paid by the Fund: taxes, interest incurred on borrowing by the Fund, if any; brokerage fees and commissions and any other portfolio transaction expenses; interest and fee expense related to a Fund’s participation in inverse floater structures; infrequent and/or unusual expenses (including litigation expenses); distribution and/or servicing fees; expenses incurred in connection with lending securities; and expenses approved by the Board. Throughout this SAI, this fee is referred to as a “Unified Fee.” |
Investment Advisory Services Fees | |||
2018 | 2017 | 2016 | |
For Funds with fiscal period ending March 31 | |||
Beyond BRICs ETF (a) | $615,584 | $719,907 | $1,758,574 |
EM Core ex-China ETF (a) | 67,265 | 64,866 | 6,208 (b) |
EM Quality Dividend ETF (a) | 99,580 | 123,625 | 170,819 |
Emerging Markets Consumer ETF (a) | 7,179,708 | 5,652,827 | 6,824,510 |
India Consumer ETF (a) | 1,138,876 | 702,511 | 691,138 |
India Infrastructure ETF (a) | 435,467 | 355,103 | 381,932 |
India Small Cap ETF (a) | 257,981 | 170,540 | 196,774 |
For Funds with fiscal period ending October 31 | |||
Diversified Fixed Income Allocation ETF | 231,008 | 4,594 (c) | N/A |
Multi-Sector Municipal Income ETF | 2,535 (d) | N/A | N/A |
Sustainable Global Equity Income ETF | 30,074 | 24,254 | 7,810 (e) |
Sustainable International Equity Income ETF | 69,314 | 33,412 | 8,636 (e) |
Sustainable U.S. Equity Income ETF | 15,700 | 20,263 | 6,921 (e) |
(a) | The investment advisory services fees paid by the Fund prior to September 1, 2016, were paid to the Previous Adviser. |
(b) | For the period from September 2, 2015 (commencement of operations) to March 31, 2016. |
(c) | For the period from October 12, 2017 (commencement of operations) to October 31, 2017. |
(d) | For the period from October 10, 2018 (commencement of operations) to October 31, 2018. |
(e) | For the period from June 13, 2016 (commencement of operations) to October 31, 2016. |
Statement of Additional Information – March 1, 2019 | 83 |
Other Accounts Managed (excluding the Fund) | |||||
Fund | Portfolio Manager |
Number
and type
of account* |
Approximate
Total Net Assets (excluding the Fund) |
Performance
Based Accounts** |
Ownership of Fund shares |
For Funds with fiscal year ending March 31 – Information is as of March 31, 2018, unless otherwise noted | |||||
Beyond BRICs ETF | Christopher Lo |
13
RICs
1 PIV 52 Other accounts |
$14.14
billion
$223.06 million $529.86 million |
None | None |
EM Core ex-China ETF | Christopher Lo |
13
RICs
1 PIV 52 Other accounts |
$14.20
billion
$223.06 million $529.86 million |
None | None |
EM Quality Dividend ETF | Christopher Lo |
13
RICs
1 PIV 52 Other accounts |
$14.20
billion
$223.06 million $529.86 million |
None | None |
Emerging Markets Consumer ETF | Christopher Lo |
13
RICs
1 PIV 52 Other accounts |
$13.40
billion
$223.06 million $529.86 million |
None | None |
India Consumer ETF | Christopher Lo |
13
RICs
1 PIV 52 Other accounts |
$14.06
billion
$223.06 million $529.86 million |
None | None |
India Infrastructure ETF | Christopher Lo |
13
RICs
1 PIV 52 Other accounts |
$14.16
billion
$223.06 million $529.86 million |
None | None |
India Small Cap ETF | Christopher Lo |
13
RICs
1 PIV 52 Other accounts |
$14.18
billion
$223.06 million $529.86 million |
None | None |
For Funds with fiscal year ending October 31 – Information is as of October 31, 2018, unless otherwise noted | |||||
Diversified Fixed Income Allocation ETF | Gene Tannuzzo |
9
RICs
1 PIV 76 Other accounts |
$12.64
billion
$64.35 million $2.06 billion |
None | None |
David Janssen | 4 Other accounts | $0.09 million | None | $10,001-$50,000 (a) | |
Multi-Sector Municipal Income ETF | Catherine Stienstra |
7
RICs
2 PIVs 3 Other accounts |
$7.83
billion
$1.74 billion $1.05 million |
None | None |
Anders Myhran |
4
RICs
2 PIVs 4 Other accounts |
$2.29
billion
$1.74 billion $154.37 million |
None | None |
Statement of Additional Information – March 1, 2019 | 84 |
Other Accounts Managed (excluding the Fund) | |||||
Fund | Portfolio Manager |
Number
and type
of account* |
Approximate
Total Net Assets (excluding the Fund) |
Performance
Based Accounts** |
Ownership of Fund shares |
Sustainable Global Equity Income ETF | Christopher Lo |
13
RICs
1 PIV 45 Other accounts |
$13.68
billion
$228.55 million $371.14 million |
None | None |
Michael Barclay |
5
RICs
1 PIV 75 Other accounts |
$12.75
billion
$25.34 million $1.47 billion |
None | None | |
Sustainable International Equity Income ETF | Christopher Lo |
13
RICs
1 PIV 45 Other accounts |
$13.67
billion
$228.55 million $371.14 million |
None | None |
Michael Barclay |
5
RICs
1 PIV 75 Other accounts |
$12.74
billion
$25.34 million $1.47 billion |
None | None | |
Sustainable U.S. Equity Income ETF | Christopher Lo |
13
RICs
1 PIV 45 Other accounts |
$13.68
billion
$228.55 million $371.14 million |
None | None |
Michael Barclay |
5
RICs
1 PIV 75 Other accounts |
$12.75
billion
$25.34 million $1.47 billion |
None | None |
* | RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle. |
** | Number of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts. |
(a) | Excludes any notional investments. |
Columbia Management: Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The Investment Manager and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below. | |
The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the funds. | |
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those Funds and/or accounts. The effects of this potential conflict may be more pronounced where Funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the Investment Manager’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold. The Investment Manager and its Participating Affiliates (including Threadneedle) may coordinate their trading operations for certain types of securities and transactions pursuant to personnel-sharing agreements or similar intercompany arrangements. However, typically the Investment Manager does not coordinate trading activities with a Participating Affiliate with respect to accounts of that Participating Affiliate unless such Participating Affiliate is also providing trading services for accounts managed by the Investment Manager. Similarly, a Participating Affiliate typically does not coordinate trading activities with the Investment |
Statement of Additional Information – March 1, 2019 | 85 |
Manager with respect to accounts of the Investment Manager unless the Investment Manager is also providing trading services for accounts managed by such Participating Affiliate. As a result, it is possible that the Investment Manager and its Participating Affiliates may trade in the same instruments at the same time, in the same or opposite direction or in different sequence, which could negatively impact the prices paid by the Fund on such instruments. Additionally, in circumstances where trading services are being provided on a coordinated basis for the Investment Manager’s accounts (including the Funds) and the accounts of one or more Participating Affiliates in accordance with applicable law, it is possible that the allocation opportunities available to the Funds may be decreased, especially for less actively traded securities, or orders may take longer to execute, which may negatively impact Fund performance. | |
“Cross trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Investment Manager and the Funds have adopted compliance procedures that provide that any transactions between a Fund and another account managed by the Investment Manager are to be made at a current market price, consistent with applicable laws and regulations. | |
Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds. | |
To the extent a Fund invests in underlying funds, a portfolio manager will be subject to additional potential conflicts of interest. Because of the structure of funds-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other Funds. The Investment Manager and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees. | |
A Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the Fund and other accounts. Many of the potential conflicts of interest to which the Investment Manager’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager and its affiliates. |
Statement of Additional Information – March 1, 2019 | 86 |
Statement of Additional Information – March 1, 2019 | 87 |
Statement of Additional Information – March 1, 2019 | 88 |
Fees Waived | |||
2018 | 2017 | 2016 | |
For Funds with fiscal period ending March 31 | |||
Beyond BRICs ETF | $195,538 | $228,676 | $558,606 |
EM Core ex-China ETF | 33,633 | 32,433 | 3,104 (a) |
For Funds with fiscal period ending October 31 | |||
Diversified Fixed Income Allocation ETF | 29,402 | 4,594 (b) | N/A |
(a) | For the period from September 2, 2015 (commencement of operations) to March 31, 2016. |
(b) | For the period from October 12, 2017 (commencement of operations) to October 31, 2017. |
Statement of Additional Information – March 1, 2019 | 89 |
Statement of Additional Information – March 1, 2019 | 90 |
Statement of Additional Information – March 1, 2019 | 91 |
Statement of Additional Information – March 1, 2019 | 92 |
Statement of Additional Information – March 1, 2019 | 93 |
Statement of Additional Information – March 1, 2019 | 94 |
Statement of Additional Information – March 1, 2019 | 95 |
Name, address, year of birth |
Position
held with Subsidiary
and length of service |
Principal occupation during past five years |
Ravi
Chandiran Cunnoosamy
Suite 450, 4th Floor, Barkly Wharf East, Le Caudan Waterfront, Port Louis, Mauritius Born 1971 |
Director
since
February 2014 |
Business Manager, Trust and Agency Services of Deutsche Bank since 2011 |
Shahed
Ahmad Hoolash
Suite 450, 4th Floor, Barkly Whar East, Le Caudan Waterfront, Port Louis, Mauritius Born 1977 |
Director
since
March 2010 |
Head of Corporate Services, Deutsche International Trust Corporation (Mauritius) Limited since 2013; Head of Transaction Management and Client Services, Deutsche International Trust Corporation (Mauritius) Limited (2007 - 2013) |
Statement of Additional Information – March 1, 2019 | 96 |
Statement of Additional Information – March 1, 2019 | 97 |
Name,
Address,
Year of Birth |
Position
Held
with the Trusts and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
George
S. Batejan
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1953 |
Trustee since January 2017 for each Trust | Executive Vice President, Global Head of Technology and Operations, Janus Capital Group, Inc., 2010-2016 | 123 | Former Chairman of the Board, NICSA (National Investment Company Services Association) (Executive Committee, Nominating Committee and Governance Committee), 2014-2016; former Director, Intech Investment Management, 2011-2016; former Board Member, Metro Denver Chamber of Commerce, 2015-2016; former Advisory Board Member, University of Colorado Business School, 2015-2018 | Compliance, Contracts, Executive, Investment Review |
Statement of Additional Information – March 1, 2019 | 98 |
Name,
Address,
Year of Birth |
Position
Held
with the Trusts and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
Kathleen
Blatz
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1954 |
Trustee since April 2016 for CET I and September 2016 for CET II | Attorney, specializing in arbitration and mediation; Chief Justice, Minnesota Supreme Court, 1998-2006; Associate Justice, Minnesota Supreme Court, 1996-1998; Fourth Judicial District Court Judge, Hennepin County, 1994-1996; Attorney in private practice and public service, 1984-1993; State Representative, Minnesota House of Representatives, 1979-1993, which included service on the Tax and Financial Institutions and Insurance Committees; Member and Interim Chair, Minnesota Sports Facilities Authority, January -July 2017; Interim President and Chief Executive Officer, Blue Cross and Blue Shield of Minnesota (health care insurance), February-July 2018 | 123 | Trustee, BlueCross BlueShield of Minnesota since 2009 (Chair of the Business Development Committee 2014-2017; Chair of the Governance Committee since 2017); Chair of the Robina Foundation since August 2013; former Member and Chair of the Board, Minnesota Sports Facilities Authority, January 2017-July 2017 | Board Governance, Compliance, Contracts, Executive, Investment Review |
Edward
J. Boudreau, Jr.
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1944 |
Chair of the Board since January 2018; Trustee since April 2016 for CET I and September 2016 for CET II | Managing Director, E.J. Boudreau & Associates (consulting) since 2000; FINRA Industry Arbitrator, 2002 – present; Chairman and Chief Executive Officer, John Hancock Investments (asset management), Chairman and Interested Trustee for open-end and closed-end funds offered by John Hancock, 1989-2000; John Hancock Mutual Life Insurance Company, including Senior Vice President and Treasurer and Senior Vice President Information Technology, 1968-1988 | 123 | Former Trustee, Boston Museum of Science (Chair of Finance Committee), 1985-2013; former Trustee, BofA Funds Series Trust (11 funds), 2005-2011 | Board Governance, Compliance, Contracts, Executive, Investment Review |
Statement of Additional Information – March 1, 2019 | 99 |
Name,
Address,
Year of Birth |
Position
Held
with the Trusts and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
Pamela
G. Carlton
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1954 |
Trustee since April 2016 for CET I and September 2016 for CET II | President, Springboard- Partners in Cross Cultural Leadership (consulting company) since 2003; Managing Director of US Equity Research, JP Morgan Chase, 1999-2003; Director of US Equity Research, Chase Asset Management, 1996- 1999; Co-Director Latin America Research, 1993-1996, COO Global Research, 1992-1996, Co-Director of US Research, 1991-1992, Investment Banker, Morgan Stanley, 1982-1991 | 123 | Trustee, New York Presbyterian Hospital Board (Executive Committee and Chair of Human Resources Committee) since 1996; Director, Laurel Road Bank (Audit Committee) since 2017 | Audit, Board Governance, Contracts, Executive, Investment Review |
Patricia
M. Flynn
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1950 |
Trustee since April 2016 for CET I and September 2016 for CET II | Trustee Professor of Economics and Management, Bentley University since 1976 (also teaches and conducts research on corporate governance); Dean, McCallum Graduate School of Business, Bentley University, 1992-2002 | 123 | Trustee, MA Taxpayers Foundation since 1997; Board of Directors, The MA Business Roundtable since 2003; Board of Governors, Innovation Institute, MA Technology Collaborative since 2010 | Audit, Board Governance, Contracts, Executive, Investment Review |
Brian
J. Gallagher
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1954 |
Trustee since 12/17 | Retired; Partner with Deloitte & Touche LLP and its predecessors, 1977-2016 | 121 | Trustee, Catholic Schools Foundation since 2004 | Audit, Contracts, Investment Review |
Catherine
James Paglia
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1952 |
Trustee since April 2016 for CET I and September 2016 for CET II | Director, Enterprise Asset Management, Inc. (private real estate and asset management company) since September 1998; Managing Director and Partner, Interlaken Capital, Inc., 1989-1997; Managing Director, Morgan Stanley, 1982-1989; Vice President, Investment Banking, 1980-1982, Associate, Investment Banking, 1976-1980, Dean Witter Reynolds, Inc. | 123 | Director, Valmont Industries, Inc. (irrigation systems manufacturer) since 2012; Trustee, Carleton College (on the Investment Committee); Trustee, Carnegie Endowment for International Peace (on the Investment Committee) | Audit, Board Governance, Contracts, Executive, Investment Review |
Statement of Additional Information – March 1, 2019 | 100 |
Name,
Address,
Year of Birth |
Position
Held
with the Trusts and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
Minor
M. Shaw
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1947 |
Trustee since April 2016 for CET I and September 2016 for CET II | President, Micco LLC (private investments) since 2011; President, Micco Corp. (family investment business), 1998-2011 | 123 | Director, BlueCross BlueShield of South Carolina since April 2008; Board Chair, Hollingsworth Funds since 2016; Advisory Board member, Duke Energy Corp. since October 2016; Chair of the Duke Endowment; Chair of Greenville – Spartanburg Airport Commission; former Trustee, BofA Funds Series Trust (11 funds), 2003-2011; former Director, Piedmont Natural Gas, 2004-2016; former Director, National Association of Corporate Directors, Carolinas Chapter, 2013-2018 | Board Governance, Compliance, Contracts, Investment Review |
Sandra
Yeager
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1964 |
Trustee since 12/17 | Retired; President and founder, Hanoverian Capital, LLC (SEC registered investment advisor firm), 2008-2016; Managing Director, DuPont Capital, 2006-2008; Managing Director, Morgan Stanley Investment Management, 2004-2006; Senior Vice President, Alliance Bernstein, 1990-2004 | 121 | Director, NAPE Education Foundation since October 2016 | Compliance, Contracts, Investment Review |
Name,
Address,
Year of Birth |
Position
Held
with the Trusts and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
Anthony
M. Santomero
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1946 |
Trustee since April 2016 for CET I and September 2016 for CET II | Richard K. Mellon Professor Emeritus of Finance, The Wharton School, University of Pennsylvania, since 2002; Senior Advisor, McKinsey & Company (consulting), 2006-2008; President, Federal Reserve Bank of Philadelphia, 2000-2006; Professor of Finance, The Wharton School, University of Pennsylvania, 1972-2002 | 121 | Trustee, Penn Mutual Life Insurance Company since March 2008; Director, Renaissance Reinsurance Ltd. since May 2008; Director, Citigroup Inc. since 2009; Director, Citibank, N.A. since 2009; former Trustee, BofA Funds Series Trust (11 funds), 2008-2011 | Contracts, Investment Review |
* | Dr. Santomero is not an affiliated person of the Investment Manager or Ameriprise Financial. However, he is currently deemed by the Funds to be an “interested person” (as defined in the 1940 Act) of the Funds because he serves as a Director of Citigroup Inc. and Citibank, N.A., companies that may directly or through subsidiaries and affiliates engage from time-to-time in brokerage execution, principal transactions and lending relationships with the Funds or accounts advised/managed by the Investment Manager. |
Statement of Additional Information – March 1, 2019 | 101 |
Name,
Address,
Year of Birth |
Position
Held
with the Trusts and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Trustee During the Past Five Years |
Committee
Assignments |
William
F. Truscott
c/o Columbia Management Investment Advisers, LLC, 225 Franklin St. Boston, MA 02110 1960 |
Trustee and Senior Vice President since April 2016 for CET I and September 2016 for CET II | Chairman of the Board and President, Columbia Management Investment Advisers, LLC since May 2010 and February 2012, respectively; Chief Executive Officer, Global Asset Management, Ameriprise Financial, Inc. since September 2012 (previously Chief Executive Officer, U.S. Asset Management & President, Annuities, May 2010 - September 2012); Director and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since May 2010 and February 2012, respectively; Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006; Director, Threadneedle Asset Management Holdings, SARL since 2014; President and Chief Executive Officer, Ameriprise Certificate Company, 2006 - August 2012. | 192 | Chairman of the Board, Columbia Management Investment Advisers, LLC since May 2010; Director, Columbia Management Investment Distributors, Inc. since May 2010; former Director, Ameriprise Certificate Company, 2006 - January 2013 | None |
* | Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of the Investment Manager or Ameriprise Financial. |
Statement of Additional Information – March 1, 2019 | 102 |
Name,
Address
and Year of Birth |
Position
and Year
First Appointed to Position for any Fund in the Columbia Funds Complex or a Predecessor Thereof |
Principal Occupation(s) During Past Five Years |
Marybeth
Pilat
225 Franklin Street Boston, MA 02110 Born 1968 |
Treasurer and Chief Accounting Officer (Principal Accounting Officer) (2019) | Vice President – Product Pricing and Administration, Columbia Management Investment Advisers, LLC, since May 2017; Director - Fund Administration, Calvert Investments, August 2015 – March 2017; Vice President - Fund Administration, Legg Mason, May 2015 - July 2015; Vice President - Fund Administration, Columbia Management Investment Advisers, LLC, May 2010 - April 2015. |
Paul
B. Goucher
100 Park Avenue New York, NY 10017 Born 1968 |
Senior Vice President (2011) and Assistant Secretary (2008) | Senior Vice President and Assistant General Counsel, Ameriprise Financial, Inc. since January 2017 (previously Vice President and Lead Chief Counsel, November 2008 – January 2017 and January 2013 – January 2017, respectively); Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC since May 2010. |
Thomas
P. McGuire
225 Franklin Street Boston, MA 02110 Born 1972 |
Senior Vice President and Chief Compliance Officer (2012) | Vice President – Asset Management Compliance, Ameriprise Financial, Inc., since May 2010; Chief Compliance Officer, Ameriprise Certificate Company since September 2010. |
Colin
Moore
225 Franklin Street Boston, MA 02110 Born 1958 |
Senior Vice President (2010) | Executive Vice President and Global Chief Investment Officer, Ameriprise Financial, Inc., since July 2013; Executive Vice President and Global Chief Investment Officer, Columbia Management Investment Advisers, LLC since July 2013. |
Ryan
C. Larrenaga
225 Franklin Street Boston, MA 02110 Born 1970 |
Senior Vice President (2017), Chief Legal Officer (2017) and Secretary (2015) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since August 2018 (previously, Vice President and Group Counsel, August 2011 – August 2018); officer of Columbia Funds and affiliated funds since 2005. |
Michael
E. DeFao
225 Franklin Street Boston, MA 02110 Born 1968 |
Vice President (2011) and Assistant Secretary (2010) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since May 2010. |
Amy
Johnson
5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1965 |
Vice President (2006) | Managing Director and Global Head of Operations, Columbia Management Investment Advisers, LLC since April 2016 (previously Managing Director and Chief Operating Officer, 2010 – 2016). |
Lyn
Kephart-Strong
5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1960 |
Vice President (2015) | President, Columbia Management Investment Services Corp. since October 2014; Vice President & Resolution Officer, Ameriprise Trust Company since August 2009. |
Statement of Additional Information – March 1, 2019 | 103 |
Statement of Additional Information – March 1, 2019 | 104 |
Statement of Additional Information – March 1, 2019 | 105 |
Statement of Additional Information – March 1, 2019 | 106 |
Fiscal Period |
Audit
Committee |
Compliance
Committee |
Contracts
Committee |
Executive
Committee |
Board
Governance Committee |
Investment
Review Committee |
For
the fiscal year
ending March 31, 2018 |
5 | 5 | 6 | 1 | 11 | 5 |
For
the fiscal year
ending October 31, 2018 |
5 | 5 | 6 | 5 | 7 | 5 |
Statement of Additional Information – March 1, 2019 | 107 |
Board Member |
Aggregate
Dollar Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee |
George S. Batejan | Over $100,000 |
Kathleen Blatz | Over $100,000 |
Edward J. Boudreau Jr. | Over $100,000 (a) |
Pamela G. Carlton | Over $100,000 (a) |
Patricia M. Flynn | Over $100,000 (a) |
Brian J. Gallagher | Over $100,000 (a) |
Catherine James Paglia | Over $100,000 (a) |
Minor M. Shaw | Over $100,000 (a)(b) |
Sandra L. Yeager | $50,001-$100,000 (a) |
(a) | Includes the value of compensation payable under a Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Complex overseen by the Trustee as specified by the Trustee. |
(b) | Ms. Shaw invests in a Section 529 Plan managed by the Investment Manager that allocates assets to various open-end funds, including Columbia Funds. The amount shown in the table includes the value of her interest in this plan determined as if her investment in the plan were invested directly in the Columbia Fund pursuant to the plan’s target allocations. |
Board Member |
Aggregate
Dollar Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Trustee |
Anthony Santomero | Over $100,000 (a) |
William F. Truscott | Over $100,000 |
(a) | Includes the value of compensation payable under a Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Complex overseen by the Trustee as specified by the Trustee. |
Statement of Additional Information – March 1, 2019 | 108 |
(a) | Trustee compensation is paid by the Funds and is comprised of a combination of a base fee and meeting fees, with the exception of the Chair of the Board, who receives a base annual compensation. |
(b) | Includes any portion of cash compensation Trustees elected to defer during the fiscal period. |
(c) | The Trustees may elect to defer a portion of the total cash compensation payable. Additional information regarding the Deferred Compensation Plan is described below. |
(d) | Mr. Gallagher and Ms. Yeager each became a Trustee effective December 31, 2017. Each of these Trustees received no compensation from the Funds or the Columbia Funds Complex prior to such date. |
(e) | Mr. Hawkins and Ms. Taunton-Rigby each served as Trustee until January 1, 2018. Each former Trustee stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(f) | Mr. Taft served as a Trustee from January 1, 2017 through January 1, 2018. Mr. Taft received no compensation from the Funds or the Columbia Funds Complex prior to January 1, 2017 or subsequent to January 1, 2018. |
(g) | Mr. Carmichael served as Trustee until January 1, 2019. Mr. Carmichael stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
Statement of Additional Information – March 1, 2019 | 109 |
Fund |
Aggregate
Compensation from Fund
Independent Trustees |
||||||
Batejan | Blatz | Boudreau | Carlton | Carmichael (a) | Flynn | Gallagher (b) | |
For Funds with fiscal period ending March 31 | |||||||
Beyond BRICs ETF | $873 | $964 | $1,001 | $957 | $926 | $881 | $219 |
Amount Deferred | $0 | $0 | $512 | $118 | $0 | $654 | $110 |
EM Core ex-China ETF | $810 | $894 | $929 | $887 | $859 | $817 | $204 |
Amount Deferred | $0 | $0 | $475 | $109 | $0 | $606 | $102 |
EM Quality Dividend ETF | $813 | $897 | $932 | $890 | $862 | $820 | $205 |
Amount Deferred | $0 | $0 | $477 | $110 | $0 | $608 | $102 |
Emerging Markets Consumer ETF | $1,681 | $1,856 | $1,929 | $1,841 | $1,784 | $1,696 | $431 |
Amount Deferred | $0 | $0 | $990 | $227 | $0 | $1,250 | $215 |
India Consumer ETF | $924 | $1,020 | $1,061 | $1,012 | $980 | $932 | $237 |
Amount Deferred | $0 | $0 | $544 | $125 | $0 | $687 | $118 |
India Infrastructure ETF | $851 | $940 | $976 | $932 | $903 | $859 | $215 |
Amount Deferred | $0 | $0 | $500 | $115 | $0 | $636 | $108 |
India Small Cap ETF | $830 | $916 | $952 | $909 | $881 | $838 | $210 |
Amount Deferred | $0 | $0 | $487 | $112 | $0 | $620 | $105 |
For Funds with fiscal period ending October 31 | |||||||
Diversified Fixed Income Allocation ETF | $908 | $968 | $1,207 | $961 | $961 | $915 | $751 |
Amount Deferred | $0 | $0 | $752 | $176 | $0 | $157 | $376 |
Multi-Sector Municipal Income ETF (c) | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
Amount Deferred | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
Sustainable Global Equity Income ETF | $840 | $895 | $1,114 | $888 | $888 | $847 | $689 |
Amount Deferred | $0 | $0 | $693 | $162 | $0 | $151 | $345 |
Sustainable International Equity Income ETF | $848 | $903 | $1,125 | $896 | $896 | $854 | $696 |
Amount Deferred | $0 | $0 | $699 | $163 | $0 | $152 | $348 |
Sustainable U.S. Equity Income ETF | $837 | $892 | $1,110 | $885 | $885 | $844 | $687 |
Amount Deferred | $0 | $0 | $690 | $161 | $0 | $150 | $343 |
(a) | Mr. Carmichael served as Trustee until January 1, 2019, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(b) | Mr. Gallagher and Ms. Yeager each became a Trustee effective December 31, 2017, and as such have received no compensation from the Funds or the Columbia Funds Complex prior to such date. |
(c) | For the period from October 10, 2018 (commencement of operations) to October 31, 2018. |
Fund |
Aggregate
Compensation from Fund
Independent Trustees |
||||||
Hawkins (a) | Paglia | Santomero | Shaw | Taft (b) |
Taunton
-
Rigby (a) |
Yeager (c) | |
For Funds with fiscal period ending March 31 | |||||||
Beyond BRICs ETF | $937 | $942 | $919 | $881 | $654 | $692 | $219 |
Amount Deferred | $233 | $706 | $70 | $440 | $0 | $0 | $110 |
EM Core ex-China ETF | $868 | $873 | $852 | $817 | $606 | $641 | $204 |
Amount Deferred | $216 | $655 | $65 | $409 | $0 | $0 | $102 |
EM Quality Dividend ETF | $871 | $876 | $855 | $820 | $608 | $643 | $205 |
Amount Deferred | $217 | $657 | $65 | $410 | $0 | $0 | $102 |
Emerging Markets Consumer ETF | $1,794 | $1,811 | $1,767 | $1,696 | $1,250 | $1,325 | $431 |
Amount Deferred | $446 | $1,358 | $134 | $848 | $0 | $0 | $215 |
India Consumer ETF | $985 | $996 | $972 | $932 | $687 | $728 | $237 |
Amount Deferred | $245 | $747 | $74 | $466 | $0 | $0 | $118 |
India Infrastructure ETF | $911 | $918 | $896 | $859 | $636 | $673 | $215 |
Amount Deferred | $227 | $688 | $68 | $429 | $0 | $0 | $108 |
India Small Cap ETF | $889 | $895 | $874 | $838 | $620 | $656 | $210 |
Amount Deferred | $221 | $671 | $66 | $419 | $0 | $0 | $105 |
For Funds with fiscal period ending October 31 |
Statement of Additional Information – March 1, 2019 | 110 |
Fund |
Aggregate
Compensation from Fund
Independent Trustees |
||||||
Hawkins (a) | Paglia | Santomero | Shaw | Taft (b) |
Taunton
-
Rigby (a) |
Yeager (c) | |
Diversified Fixed Income Allocation ETF | $202 | $946 | $954 | $915 | $157 | $164 | $751 |
Amount Deferred | $50 | $710 | $16 | $458 | $0 | $0 | $376 |
Multi-Sector Municipal Income ETF (d) | N/A | $0 | $0 | $0 | N/A | N/A | $0 |
Amount Deferred | N/A | $0 | $0 | $0 | N/A | N/A | $0 |
Sustainable Global Equity Income ETF | $193 | $874 | $881 | $847 | $151 | $158 | $689 |
Amount Deferred | $48 | $656 | $15 | $423 | $0 | $0 | $345 |
Sustainable International Equity Income ETF | $195 | $882 | $889 | $854 | $152 | $159 | $696 |
Amount Deferred | $48 | $662 | $15 | $427 | $0 | $0 | $348 |
Sustainable U.S. Equity Income ETF | $193 | $871 | $878 | $844 | $150 | $157 | $687 |
Amount Deferred | $48 | $653 | $15 | $422 | $0 | $0 | $343 |
(a) | Mr. Hawkins and Ms. Taunton-Rigby each served as Trustee until January 1, 2018, and stopped receiving compensation from the Funds and the Columbia Funds Complex as of such date. |
(b) | Mr. Taft served as a Trustee from January 1, 2017 through January 1, 2018. Mr. Taft received no compensation from the Funds or the Columbia Funds Complex prior to January 1, 2017 or subsequent to January 1, 2018. |
(c) | Mr. Gallagher and Ms. Yeager each became a Trustee effective December 31, 2017, and as such have received no compensation from the Funds or the Columbia Funds Complex prior to such date. |
(d) | For the period from October 10, 2018 (commencement of operations) to October 31, 2018. |
Statement of Additional Information – March 1, 2019 | 111 |
Statement of Additional Information – March 1, 2019 | 112 |
Statement of Additional Information – March 1, 2019 | 113 |
Statement of Additional Information – March 1, 2019 | 114 |
Total Brokerage Commissions | |||
Fund | 2018 | 2017 | 2016 |
For Funds with fiscal period ending March 31 | |||
Beyond BRICs ETF | $101,351 | $171,330 | $666,973 |
EM Core ex-China ETF | 3,437 | 6,335 | 874 (a) |
EM Quality Dividend ETF | 16,077 | 26,213 | 37,848 |
Emerging Markets Consumer ETF | 168,497 | 124,793 | 299,521 |
India Consumer ETF | 43,517 | 25,951 | 56,516 |
India Infrastructure ETF | 29,531 | 24,360 | 39,624 |
India Small Cap ETF | 24,261 | 12,181 | 17,598 |
For Funds with fiscal period ending October 31 | |||
Diversified Fixed Income Allocation ETF | 0 | 0 (b) | N/A |
Multi-Sector Municipal Income ETF | 0 (c) | N/A | N/A |
Sustainable Global Equity Income ETF | 2,466 | 2,133 | 481 (d) |
Sustainable International Equity Income ETF | 7,454 | 4,204 | 672 (d) |
Sustainable U.S. Equity Income ETF | 1,014 | 1,247 | 374 (d) |
(a) | For the period from September 2, 2015 (commencement of operations) to March 31, 2016. |
(b) | For the period from October 12, 2017 (commencement of operations) to October 31, 2017. |
(c) | For the period from October 10, 2018 (commencement of operations) to October 31, 2018. |
(d) | For the period from June 13, 2016 (commencement of operations) to October 31, 2016. |
Statement of Additional Information – March 1, 2019 | 115 |
Broker |
Nature
of
Affiliation |
Aggregate
dollar amount of commissions paid to broker |
Percent
of
aggregate brokerage commissions |
Percent
of
aggregate dollar amount of transactions involving payment of commissions |
Aggregate
dollar amount of commissions paid to broker |
Aggregate
dollar amount of commissions paid to broker |
|
Fund | 2018 | 2017 | 2016 | ||||
For Funds with fiscal period ending March 31 | |||||||
Beyond BRICs ETF | Cantor Fitzgerald & Co. (Cantor) | (1) | $0 | 0% | 0% | $0 | $33,412 |
EM Quality Dividend ETF | Cantor | (1) | $0 | 0% | 0% | $0 | $2,123 |
(1) | Cantor Fitzgerald & Co. was an affiliated broker-dealer of the Fund by virtue of being an affiliate of the Previous Adviser. The affiliation created by this relationship ended on September 1, 2016, when the investment advisory agreement with the Previous Adviser was terminated and the Fund entered into a new investment management services agreement with the Investment Manager. |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
For Funds with fiscal period ending March 31 | ||
Beyond BRICs ETF | $0 | $0 |
EM Core ex-China ETF | 1,367 | 3 |
EM Quality Dividend ETF | 0 | 0 |
Emerging Markets Consumer ETF | 0 | 0 |
Statement of Additional Information – March 1, 2019 | 116 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
India Consumer ETF | $0 | $0 |
India Infrastructure ETF | 0 | 0 |
India Small Cap ETF | 0 | 0 |
For Funds with fiscal period ending October 31 | ||
Diversified Fixed Income Allocation ETF | 0 | N/A |
Multi-Sector Municipal Income ETF | 0 (a) | N/A (a) |
Sustainable Global Equity Income ETF | 1,670 | 0 |
Sustainable International Equity Income ETF | 0 | 0 |
Sustainable U.S. Equity Income ETF | 2,725 | 1 |
(a) | For the period from October 10, 2018 (commencement of operations) to October 31, 2018. |
Statement of Additional Information – March 1, 2019 | 117 |
Statement of Additional Information – March 1, 2019 | 118 |
Statement of Additional Information – March 1, 2019 | 119 |
Statement of Additional Information – March 1, 2019 | 120 |
Statement of Additional Information – March 1, 2019 | 121 |
Statement of Additional Information – March 1, 2019 | 122 |
Statement of Additional Information – March 1, 2019 | 123 |
Statement of Additional Information – March 1, 2019 | 124 |
Fund |
Standard
Transaction Fee |
Maximum
Transaction Fee |
Variable
Charge |
Beyond BRICs ETF | $2,000 | $2,000 | None |
Diversified Fixed Income Allocation ETF | $500 | $2,000 | Up to 2% |
EM Core ex-China ETF | $2,000 | $2,000 | None |
EM Quality Dividend ETF | $1,000 | $1,000 | None |
Emerging Markets Consumer ETF | $1,000 | $1,000 | None |
India Consumer ETF | $1,000 | $1,000 | None |
India Infrastructure ETF | $1,000 | $1,000 | None |
India Small Cap ETF | $2,000 | $2,000 | None |
Multi-Sector Municipal Income ETF | $500 | $2,000 | Up to 2% |
Sustainable Global Equity Income ETF | $2,000 | $8,000 | None |
Sustainable International Equity Income ETF | $2,000 | $8,000 | None |
Sustainable U.S. Equity Income ETF | $500 | $2,000 | None |
Statement of Additional Information – March 1, 2019 | 125 |
Statement of Additional Information – March 1, 2019 | 126 |
Statement of Additional Information – March 1, 2019 | 127 |
Statement of Additional Information – March 1, 2019 | 128 |
Statement of Additional Information – March 1, 2019 | 129 |
Statement of Additional Information – March 1, 2019 | 130 |
Statement of Additional Information – March 1, 2019 | 131 |
Fund |
Total
Capital Loss Carryovers |
Amount Expiring in | Amount not Expiring | |||
2018 | 2019 | Short-term | Long-term | |||
For Funds with fiscal period ending March 31 | ||||||
Beyond BRICs ETF | $58,045,519 | $0 | $0 | $17,608,572 | $40,436,947 | |
EM Quality Dividend ETF | $26,945,023 | $0 | $0 | $20,946,356 | $5,998,667 | |
Emerging Markets Consumer ETF | $167,735,557 | $0 | $0 | $0 | $167,735,557 | |
India Consumer ETF | $5,522,420 | $0 | $0 | $4,835,874 | $686,546 | |
India Infrastructure ETF | $56,058,181 | $0 | $0 | $15,926,335 | $40,131,846 | |
India Small Cap ETF | $6,095,120 | $0 | $0 | $0 | $6,095,120 | |
For Funds with fiscal period ending October 31 | ||||||
Diversified Fixed Income Allocation ETF | $1,699,308 | $0 | $0 | $1,482,240 | $217,068 |
Statement of Additional Information – March 1, 2019 | 132 |
Statement of Additional Information – March 1, 2019 | 133 |
Statement of Additional Information – March 1, 2019 | 134 |
Statement of Additional Information – March 1, 2019 | 135 |
Statement of Additional Information – March 1, 2019 | 136 |
Statement of Additional Information – March 1, 2019 | 137 |
Statement of Additional Information – March 1, 2019 | 138 |
Statement of Additional Information – March 1, 2019 | 139 |
Statement of Additional Information – March 1, 2019 | 140 |
Statement of Additional Information – March 1, 2019 | 141 |
Statement of Additional Information – March 1, 2019 | 142 |
Statement of Additional Information – March 1, 2019 | 143 |
Name and Address | Percentage |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
61.67% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4804 DEERLAKE DR. E. JACKSONVILLE FL, 32246 |
9.65% |
UBS
FINANCIAL SERVICES INC.
1000 HARBOR BLVD WEEHAWKEN, NJ 07086 |
10.59% |
Name and Address | Percentage |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
14.66% |
CITADEL
SECURITIES LLC
131 SOUTH DEARBORN STREET CHICAGO, IL 60603 |
7.52% |
GOLDMAN,
SACHS & CO.
30 HUDSON STREET PROXY DEPARTMENT JERSEY CITY, NJ 07302 |
6.28% |
J.P.
MORGAN CLEARING CORP.
CORPORATE ACTIONS DEPT 14201 DALLAS PARKWAY, 12TH FL DALLAS, TX 75254 |
12.61% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH
4804 DEAR LAKE DR E JACKSONVILLE, FL 32246 |
5.65% |
NATIONAL
FINANCIAL SERVICES LLC
499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
12.75% |
TD
AMERITRADE CLEARING, INC.
4700 ALLIANCE GATEWAY FREEWAY FORT WORTH, TX 76177 |
7.74% |
Statement of Additional Information – March 1, 2019 | 144 |
Name and Address | Percentage |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
7.89% |
J.P.
MORGAN CLEARING CORP.
CORPORATE ACTIONS DEPT 14201 DALLAS PARKWAY, 12TH FL DALLAS, TX 75254 |
5.63% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4804 DEERLAKE DR. E. JACKSONVILLE FL, 32246 |
34.85% |
MORGAN
STANLEY SMITH BARNEY LLC
1300 THAMES ST 6TH FLOOR BALTIMORE, MD 21231 |
5.72% |
NATIONAL
FINANCIAL SERVICES LLC
499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
14.91% |
Name and Address | Percentage |
BANK
OF AMERICA, NA/GWIM TRUST OPERA
1201 MAIN STREET 9TH FLOOR DALLAS, TX 75202 |
20.47% |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
8.01% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4804 DEERLAKE DR. E. JACKSONVILLE FL, 32246 |
10.50% |
MORGAN
STANLEY SMITH BARNEY LLC
1300 THAMES ST 6TH FLOOR BALTIMORE, MD 21231 |
16.75% |
NATIONAL
FINANCIAL SERVICES LLC
499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
10.17% |
SEI
PRIVATE TRUST COMPANY
ONE FREEDOM VALLEY DRIVE OAKS, PA 19456 |
5.82% |
UBS
FINANCIAL SERVICES INC.
1000 HARBOR BLVD WEEHAWKEN, NJ 07086 |
8.70% |
Statement of Additional Information – March 1, 2019 | 145 |
Name and Address | Percentage |
AMERICAN
ENTERPRISE INVESTMENT SERVI
901 3RD AVE SOUTH MINNEAPOLIS, MN 55474 |
5.33% |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
21.99% |
MORGAN
STANLEY SMITH BARNEY LLC
1300 THAMES ST 6TH FLOOR BALTIMORE, MD 21231 |
6.92% |
NATIONAL
FINANCIAL SERVICES LLC
499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
13.86% |
TD
AMERITRADE CLEARING, INC.
4700 ALLIANCE GATEWAY FREEWAY FORT WORTH, TX 76177 |
6.99% |
THE
BANK OF NEW YORK MELLON
525 WILLIAM PENN PLACE SUITE 153-0400 PITTSBURGH, PA 15259 |
5.56% |
Name and Address | Percentage |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
19.78% |
CITIBANK,
N.A.
3801 CITIBANK CENTER B/3RD FLOOR/ZONE 12 TAMPA, FL 33610 |
9.73% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4804 DEERLAKE DR. E. JACKSONVILLE FL, 32246 |
5.31% |
NATIONAL
FINANCIAL SERVICES LLC
499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
16.44% |
TD
AMERITRADE CLEARING, INC.
4700 ALLIANCE GATEWAY FREEWAY FORT WORTH, TX 76177 |
6.87% |
Name and Address | Percentage | |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
10.52% | |
E*TRADE
SECURITIES LLC
34 EXCHANGE PLACE PLAZA II JERSEY CITY, NJ 07311 |
5.06% | |
JPMORGAN
CHASE BANK/PRUDENTIAL
14201 DALLAS PARKWAY, 12TH FL CORPORATE ACTIONS DEPT DALLAS, TX 75254 |
5.60% | |
MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4804 DEERLAKE DR. E. JACKSONVILLE FL, 32246 |
11.25% |
Statement of Additional Information – March 1, 2019 | 146 |
Name and Address | Percentage | |
NATIONAL
FINANCIAL SERVICES LLC
499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
21.48% | |
TD
AMERITRADE CLEARING, INC.
4700 ALLIANCE GATEWAY FREEWAY FORT WORTH, TX 76177 |
10.11% |
Statement of Additional Information – March 1, 2019 | 147 |
Name and Address | Percentage |
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION
14201 DALLAS PKWY FLOOR 12 - CORP ACTIONS DEPT DALLAS, TX 75254 |
82.71% |
Name and Address | Percentage |
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION
14201 DALLAS PKWY FLOOR 12 - CORP ACTIONS DEPT DALLAS, TX 75254 |
92.60% |
Name and Address | Percentage |
J.P.
MORGAN CLEARING CORP.
CORPORATE ACTIONS DEPT 14201 DALLAS PARKWAY, 12TH FL DALLAS, TX 75254 |
11.57% |
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION
14201 DALLAS PKWY FLOOR 12 - CORP ACTIONS DEPT DALLAS, TX 75254 |
45.35% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4804 DEERLAKE DR. E. JACKSONVILLE, FL 32246 |
5.58% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH
4804 DEAR LAKE DR E JACKSONVILLE, FL 32246 |
20.12% |
PERSHING
LLC
ONE PERSHING PLAZA JERSEY CITY, NJ 07399 |
7.22% |
Name and Address | Percentage |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
16.23% |
J.P.
MORGAN CLEARING CORP.
CORPORATE ACTIONS DEPT 14201 DALLAS PARKWAY, 12TH FL DALLAS, TX 75254 |
15.27% |
LPL
FINANCIAL CORPORATION
9785 TOWNE CENTRE DRIVE SAN DIEGO, CA 92121-1968 |
16.36% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4804 DEERLAKE DR. E. JACKSONVILLE, FL 32246 |
10.11% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH
4804 DEAR LAKE DR E JACKSONVILLE, FL 32246 |
9.01% |
NATIONAL
FINANCIAL SERVICES LLC
499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
5.46% |
Statement of Additional Information – March 1, 2019 | 148 |
Name and Address | Percentage |
PERSHING
LLC
ONE PERSHING PLAZA JERSEY CITY, NJ 07399 |
12.89% |
Name and Address | Percentage |
CHARLES
SCHWAB & CO., INC.
2423 E LINCOLN DRIVE PHOENIX, AZ 85016-1215 |
28.20% |
MERRILL
LYNCH, PIERCE, FENNER & SMITH
4804 DEAR LAKE DR E JACKSONVILLE, FL 32246 |
19.09% |
NATIONAL
FINANCIAL SERVICES LLC
499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 |
13.63% |
PERSHING
LLC
ONE PERSHING PLAZA JERSEY CITY, NJ 07399 |
7.37% |
TD
AMERITRADE CLEARING, INC.
4700 ALLIANCE GATEWAY FREEWAY FORT WORTH, TX 76177 |
5.91% |
Statement of Additional Information – March 1, 2019 | 149 |
Statement of Additional Information – March 1, 2019 | 150 |
Argentina
March 4, 2019 March 5, 2019 April 2, 2019 April 18, 2019 April 19, 2019 May 1, 2019 June 17, 2019 June 20, 2019 July 8, 2019 July 9, 2019 August 19, 2019 October 14, 2019 November 18, 2019 December 25, 2019 January 1, 2020 February 24, 2020 February 25, 2020 |
Australia
April 19 , 2019 April 22 , 2019 April 25 , 2019 June 10 , 2019 December 25, 2019 December 26 , 2019 January 1, 2020 January 27, 2020 |
Austria
April 19 , 2019 April 22 , 2019 May 1, 2019 June 10, 2019 December 24, 2019 December 25, 2019 December 26, 2019 December 31, 2019 January 1, 2020 January 6 , 2020 |
Bahrain*
May 1 , 2019 June 4 , 2019 June 5 , 2019 June 6, 2019 August 11, 2019 August 12 , 2019 August 13 , 2019 September 8 , 2019 September 9 , 2019 December 16 , 2019 December 17 , 2019 January 1 , 2020 |
Bangladesh*
March 17 , 2019 March 26 , 2019 April 14 , 2019 April 21, 2019 May 1 , 2019 June 2 , 2019 June 4 , 2019 June 5 , 2019 June 6 , 2019 July 1, 2019 August 11 , 2019 August 12 , 2019 August 13 , 2019 August 15 , 2019 September 10 , 2019 October 8, 2019 November 10, 2019 December 16, 2019 December 25, 2019 December 31, 2019 |
Statement of Additional Information – March 1, 2019 | 151 |
Belgium
April 19, 2019 April 22, 2019 May 1, 2019 December 25, 2019 December 26, 2019 January 1, 2020 |
Botswana
April 19 , 2019 April 22 , 2019 May 1 , 2019 May 30 , 2019 July 1, 2019 July 2, 2019 July 15 , 2019 July 16 , 2019 September 30, 2019 October 1, 2019 December 25 , 2019 December 26 , 2019 January 1 , 2020 January 2 , 2020 |
Brazil
March 4 , 2019 March 5 , 2019 April 19 , 2019 May 1 , 2019 June 20, 2019 July 9 , 2019 November 15 , 2019 November 20 , 2019 December 24 , 2019 December 25, 2019 December 31 , 2019 January 1, 2020 February 24 , 2020 February 25 , 2020 |
Bulgaria
March 4 , 2019 April 19 , 2019 April 22 , 2019 April 26 , 2019 April 29 , 2019 May 1, 2019 May 6 , 2019 May 24 , 2019 September 6 , 2019 September 23 , 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 January 1 , 2020 |
Canada
April 19 , 2019 May 20 , 2019 July 1 , 2019 August 5 , 2019 September 2 , 2019 October 14 , 2019 December 25 , 2019 December 26 , 2019 January 1 , 2020 February 17 , 2020 |
Chile
April 19, 2019 May 1, 2019 May 21, 2019 July 16, 2019 August 15, 2019 September 18, 2019 September 19, 2019 September 20, 2019 October 31, 2019 November 1, 2019 December 25, 2019 December 31, 2019 January 1, 2020 |
China
April 5 , 2019 May 1, 2019 June 7 , 2019 September 13 , 2019 October 1 , 2019 October 2 , 2019 October 3 , 2019 October 4, 2019 October 7, 2019 January 1 , 2020 January 27 , 2020 January 28 , 2020 January 29 , 2020 January 30, 2020 |
Colombia
April 5, 2019 May 1 , 2019 June 7 , 2019 September 13 , 2019 October 1, 2019 October 2, 2019 October 3, 2019 October 4, 2019 October 7, 2019 January 1, 2020 January 27 , 2020 January 28 , 2020 January 29 , 2020 January 30, 2020 |
Croatia
April 19 , 2019 April 22 , 2019 May 1, 2019 June 20 , 2019 June 25, 2019 August 5 , 2019 August 15 , 2019 October 8, 2019 November 1, 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 December 31 , 2019 January 1 , 2020 January 6, 2020 |
Cyprus
March 11 , 2019 March 25, 2019 April 1, 2019 April 19 , 2019 April 22 , 2019 April 26 , 2019 April 29 , 2019 April 30 , 2019 May 1, 2019 June 17 , 2019 August 15 , 2019 October 1 , 2019 October 28 , 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 January 1, 2020 January 6, 2020 |
Czech Republic
April 19, 2019 April 22, 2019 May 1, 2019 May 8, 2019 July 5, 2019 October 28, 2019 December 24, 2019 December 25, 2019 December 26, 2019 December 31, 2019 January 1, 2020 |
Denmark
April 18 , 2019 April 19 , 2019 April 22 , 2019 May 17 , 2019 May 30 , 2019 May 31 , 2019 June 5 , 2019 June 10 , 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 December 31 , 2019 January 1 , 2020 |
Ecuador
March 4 , 2019 March 5 , 2019 April 19 , 2019 May 3 , 2019 May 24 , 2019 July 25, 2019 August 9 , 2019 October 11, 2019 November 1, 2019 November 4, 2019 December 6 , 2019 December 25 , 2019 December 30 , 2019 December 31 , 2019 January 1, 2020 February 24, 2020 February 25, 2020 |
Egypt*
April 25 , 2019 April 28 , 2019 April 29 , 2019 May 1, 2019 June 4 , 2019 June 5 , 2019 July 1 , 2019 July 23 , 2019 August 11 , 2019 August 12 , 2019 October 6, 2019 January 1, 2020 January 7 , 2020 |
Estonia
April 19 , 2019 April 22 , 2019 May 1 , 2019 May 30 , 2019 June 24 , 2019 August 20 , 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 December 31 , 2019 January 1, 2020 February 24, 2020 |
Statement of Additional Information – March 1, 2019 | 152 |
Finland
April 19, 2019 April 22, 2019 May 1, 2019 May 30, 2019 June 21, 2019 December 6, 2019 December 24, 2019 December 25, 2019 December 26, 2019 December 31, 2019 January 1, 2020 January 6, 2020 |
France
April 19 , 2019 April 22 , 2019 May 1, 2019 December 25 , 2019 December 26 , 2019 January 1, 2020 |
Germany
April 19 , 2019 April 22 , 2019 May 1 , 2019 June 10 , 2019 October 3 , 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 December 31 , 2019 January 1 , 2020 |
Ghana
March 6, 2019 April 19, 2019 April 22, 2019 May 1 , 2019 May 27 , 2019 June 5 , 2019 July 1, 2019 August 12 , 2019o September 23 , 2019 December 6 , 2019 December 25 , 2019 December 26 , 2019 January 1, 2020 |
Hong Kong
April 5 , 2019 April 19 , 2019 April 22 , 2019 May 1, 2019 May 13 , 2019 June 7, 2019 July 1 , 2019 October 1 , 2019 October 7 , 2019 December 25 , 2019 December 26 , 2019 January 1 , 2020 January 27 , 2020 January 28, 2020 |
Hungary
March 15, 2019 April 19, 2019 April 22, 2019 May 1, 2019 June 10, 2019 August 19, 2019 August 20, 2019 October 23, 2019 November 1, 2019 December 24, 2019 December 25, 2019 December 26, 2019 December 27, 2019 December 31, 2019 January 1, 2020 |
India
March 4 , 2019 March 21 , 2019 April 17 , 2019 April 19 , 2019 May 1 , 2019 June 5 , 2019 August 12 , 2019 August 15 , 2019 September 2 , 2019 September 10 , 2019 October 2 , 2019 October 8 , 2019 October 28 , 2019 November 12 , 2019 December 25 , 2019 February 21 , 2020 |
Indonesia
March 7 , 2019 April 3 , 2019 April 19 , 2019 May 1, 2019 May 30 , 2019 June 3, 2019 June 4 , 2019 June 5 , 2019 June 6 , 2019 June 7 , 2019 December 24 , 2019 December 25 , 2019 December 31, 2019 January 1, 2020 |
Ireland
April 19 , 2019 April 22 , 2019 May 1, 2019 December 25 , 2019 December 26 , 2019 January 1 , 2020 |
Israel*
March 21, 2019 April 9, 2019 April 25 , 2019 May 8 , 2019 May 9 , 2019 June 9 , 2019 August 11 , 2019 September 29 , 2019 September 30, 2019 October 1, 2019 October 8 , 2019 October 9 , 2019 October 13 , 2019 October 14 , 2019 October 20 , 2019 October 21, 2019 |
Italy
April 19, 2019 April 22, 2019 May 1, 2019 August 15, 2019 December 24, 2019 December 25, 2019 December 26, 2019 December 31, 2019 January 1, 2020 |
Ivory Coast
April 22, 2019 May 1, 2019 May 30 , 2019 June 5 , 2019 June 10 , 2019 August 7 , 2019 August 12, 2019 August 15 , 2019 November 1, 2019 November 15 , 2019 December 25 , 2019 January 1 , 2020 |
Japan
March 21 , 2019 April 29 , 2019 April 30 , 2019 May 1 , 2019 May 2 , 2019 May 3 , 2019 May 6 , 2019 July 15 , 2019 August 12 , 2019 September 16, 2019 September 23, 2019 October 14, 2019 October 22 , 2019 November 4 , 2019 December 31 , 2019 January 1, 2020 January 2, 2020 January 3, 2020 January 13 , 2020 February 11 , 2020 February 24, 2020 |
Jordan*
May 2 , 2019 June 4 , 2019 June 5 , 2019 June 6, 2019 August 11, 2019 August 12 , 2019 August 13 , 2019 August 14 , 2019 December 25 , 2019 January 1 , 2020 |
Kazakhstan
March 8, 2019 March 21, 2019 March 22 , 2019 March 25 , 2019 May 1, 2019 May 7 , 2019 May 9 , 2019 May 10, 2019 July 8, 2019 August 30 , 2019 December 2 , 2019 December 16 , 2019 December 17 , 2019 January 1 , 2020 January 2 , 2020 January 7 , 2020 |
Statement of Additional Information – March 1, 2019 | 153 |
Statement of Additional Information – March 1, 2019 | 154 |
Norway
April 18, 2019 April 19, 2019 April 22, 2019 May 1, 2019 May 17, 2019 May 30, 2019 June 10, 2019 December 24, 2019 December 25, 2019 December 26, 2019 December 31, 2019 January 1, 2020 |
Oman*
April 3 , 2019 June 5 , 2019 June 6 , 2019 July 23 , 2019 August 11 , 2019 August 12 , 2019 August 13 , 2019 |
Pakistan
May 1 , 2019 May 31 , 2019 June 5 , 2019 June 6 , 2019 June 7 , 2019 August 12 , 2019 August 13 , 2019 August 14 , 2019 September 9 , 2019 September 10 , 2019 December 25 , 2019 February 5 , 2020 |
Peru
April 18 , 2019 April 19 , 2019 May 1, 2019 July 29 , 2019 August 30 , 2019 October 8 , 2019 November 1 , 2019 December 25 , 2019 January 1 , 2020 |
Philippines
April 9 , 2019 April 18 , 2019 April 19 , 2019 May 1, 2019 June 5 , 2019 June 12 , 2019 August 12 , 2019 August 21 , 2019 August 26 , 2019 November 1, 2019 December 24 , 2019 December 25 , 2019 December 30 , 2019 December 31 , 2019 January 1 , 2020 |
Poland
April 19, 2019 April 22, 2019 May 1, 2019 May 3, 2019 June 20, 2019 August 15, 2019 November 1, 2019 November 11, 2019 December 24, 2019 December 25, 2019 December 26, 2019 December 31, 2019 January 1, 2020 January 6, 2020 |
Portugal
April 19 , 2019 April 22 , 2019 May 1, 2019 December 25 , 2019 December 26 , 2019 January 1, 2020 |
Qatar*
March 3 , 2019 June 4 , 2019 June 5 , 2019 June 6 , 2019 August 11 , 2019 August 12, 2019 August 13 , 2019 December 18 , 2019 January 1 , 2020 February 11, 2020 |
Romania
April 26, 2019 April 29 , 2019 May 1, 2019 June 17 , 2019 August 15 , 2019 December 25, 2019 December 26, 2019 January 1, 2020 January 2 , 2020 January 24, 2020 |
Russia
March 8 , 2019 May 1, 2019 May 9 , 2019 June 12 , 2019 November 4 , 2019 December 31 , 2019 January 1 , 2020 January 2 , 2020 January 7, 2020 |
Serbia
April 26, 2019 April 29, 2019 May 1, 2019 May 2, 2019 November 11, 2019 January 1, 2020 January 2, 2020 January 7, 2020 February 17, 2020 |
Singapore
April 19 , 2019 May 1 , 2019 May 20 , 2019 June 5, 2019 August 9 , 2019 August 12 , 2019 October 28 , 2019 December 25 , 2019 January 1 , 2020 January 27, 2020 |
The Slovak Republic
April 19 , 2019 April 22, 2019 May 1, 2019 May 8 , 2019 July 5 , 2019 August 29 , 2019 November 1, 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 January 1 , 2020 January 6 , 2020 |
Slovenia
April 19 , 2019 April 22 , 2019 May 1, 2019 May 2 , 2019 June 25, 2019 August 15 , 2019 October 31, 2019 November 1, 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 December 31 , 2019 January 1, 2020 January 2, 2020 |
South Africa
March 21 , 2019 April 19 , 2019 April 22 , 2019 May 1, 2019 June 17 , 2019 August 9 , 2019 September 24 , 2019 December 16 , 2019 December 25 , 2019 December 26, 2019 January 1, 2020 |
Statement of Additional Information – March 1, 2019 | 155 |
South Korea
March 1, 2019 May 1, 2019 May 6, 2019 June 6, 2019 August 15, 2019 September 12, 2019 September 13, 2019 October 3, 2019 October 9, 2019 December 25, 2019 December 31, 2019 January 1, 2020 January 24, 2020 January 27, 2020 |
Spain
April 19 , 2019 April 22 , 2019 May 1, 2019 December 25 , 2019 December 26 , 2019 January 1, 2020 |
Sri Lanka
March 4 , 2019 March 20 , 2019 April 15 , 2019 April 19 , 2019 May 1, 2019 May 20, 2019 June 5 , 2019 July 16 , 2019 August 12 , 2019 August 14 , 2019 September 13 , 2019 November 11 , 2019 November 12 , 2019 December 11 , 2019 December 25, 2019 January 1, 2020 January 15, 2020 February 4, 2020 |
Sweden
April 19 , 2019 April 22 , 2019 May 1, 2019 May 30 , 2019 June 6 , 2019 June 21 , 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 December 31, 2019 January 1, 2020 January 6, 2020 |
Switzerland
April 19 , 2019 April 22 , 2019 May 1 , 2019 May 30 , 2019 June 10 , 2019 August 1, 2019 December 24 , 2019 December 25 , 2019 December 26 , 2019 December 31 , 2019 January 1 , 2020 January 2 , 2020 |
Taiwan
March 1, 2019 April 4, 2019 April 5, 2019 May 1, 2019 June 7, 2019 September 13, 2019 October 10, 2019 October 11, 2019 January 1, 2020 January 22, 2020 January 23, 2020 January 24, 2020 January 27, 2020 January 28, 2020 January 29, 2020 February 28, 2020 |
Thailand
April 8 , 2019 April 15, 2019 April 16 , 2019 May 1, 2019 May 6 , 2019 May 20 , 2019 July 16, 2019 July 29 , 2019 August 12 , 2019 October 14 , 2019 October 23 , 2019 December 5 , 2019 December 10, 2019 December 31, 2019 January 1, 2020 February 10, 2020 |
Tunisia
March 20 , 2019 April 9 , 2019 May 1, 2019 June 4 , 2019 June 5 , 2019 June 6 , 2019 July 25 , 2019 August 12 , 2019 August 13 , 2019 October 15 , 2019 January 1, 2020 January 14, 2020 |
Turkey
April 23, 2019 May 1 , 2019 June 4 , 2019 June 5 , 2019 June 6 , 2019 July 15, 2019 August 12 , 2019 August 13 , 2019 August 14 , 2019 August 30 , 2019 October 29 , 2019 January 1 , 2020 |
Uganda
March 8 , 2019 April 19 , 2019 April 22 , 2019 May 1, 2019 June 3 , 2019 June 5 , 2019 October 9 , 2019 December 25 , 2019 December 26 , 2019 January 1 , 2020 |
Ukraine
March 8, 2019 April 29, 2019 April 30, 2019 May 1, 2019 May 9, 2019 June 17, 2019 June 28, 2019 August 26, 2019 October 14, 2019 December 25, 2019 December 30, 2019 December 31, 2019 January 1, 2020 January 2, 2020 January 7, 2020 |
United Arab Emirates*
April 3 , 2019 June 4 , 2019 June 5 , 2019 June 6, 2019 August 11, 2019 August 12 , 2019 December 2, 2019 December 3 , 2019 January 1 , 2020 |
United Kingdom
April 19 , 2019 April 22 , 2019 May 6 , 2019 May 27 , 2019 August 26 , 2019 December 25 , 2019 December 26 , 2019 January 1 , 2020 |
USA
April 19 , 2019 May 27 , 2019 July 4 , 2019 September 2 , 2019 November 28 , 2019 December 25 , 2019 January 1 , 2020 January 20 , 2020 February 17 , 2020 |
Vietnam
April 15 , 2019 April 29, 2019 April 30, 2019 May 1, 2019 September 2 , 2019 January 1 , 2020 January 24 , 2020 January 27 , 2020 January 28 , 2020 January 29 , 2020 January 30 , 2020 |
Statement of Additional Information – March 1, 2019 | 156 |
* | The market is closed every Friday. |
Statement of Additional Information – March 1, 2019 | 157 |
Statement of Additional Information – March 1, 2019 | 158 |
Country | Trade Date | Settlement Date | Number of Days to Settle |
Japan |
4/24/2019
4/25/2019 4/26/2019 12/26/2019 12/27/2019 12/30/2019 |
5/7/2019
5/8/2019 5/9/2019 1/6/2020 1/7/2020 1/8/2020 |
13
13 13 11 11 9 |
Jordan |
8/7/2019
8/8/2019 |
8/15/2019
8/18/2019 |
8
10 |
Kuwait |
5/30/2019
6/2/2019 6/3/2019 8/6/2019 8/7/2019 8/8/2019 |
6/9/2019
6/10/2019 6/11/2019 8/14/2019 8/15/2019 8/18/2019 |
10
8 8 8 8 10 |
Malawi*** |
All
days
|
***
|
9-14
|
Malta |
12/19/2019
12/20/2019 12/23/2019 12/30/2019 |
12/27/2019
12/30/2019 1/3/2020 1/7/2020 |
8
10 11 8 |
Morocco |
8/7/2019
8/8/2019 8/9/2019 |
8/15/2019
8/16/2019 8/19/2019 |
8
8 10 |
Oman |
8/6/2019
8/7/2019 8/8/2019 |
8/14/2019
8/15/2019 8/18/2019 |
8
8 10 |
Philippines |
12/23/2019
12/26/2019 12/27/2019 |
1/2/2020
1/3/2020 1/6/2020 |
10
8 10 |
Qatar |
5/30/2019
6/2/2019 6/3/2019 8/6/2019 8/7/2019 8/8/2019 |
6/9/2019
6/10/2019 6/11/2019 8/14/2019 8/15/2019 8/18/2019 |
10
8 8 8 8 10 |
Taiwan |
1/20/2020
1/21/2020 |
1/30/2020
1/31/2020 |
10
10 |
Tunisia |
5/30/2019
5/31/2019 6/3/2019 |
6/7/2019
6/10/2019 6/11/2019 |
8
10 8 |
Ukraine |
12/24/2019
12/26/2019 12/27/2019 |
1/3/2020
1/6/2020 1/8/2020 |
10
11 12 |
Vietnam |
1/22/2020
1/23/2020 |
1/31/2020
2/3/2020 |
9
11 |
Statement of Additional Information – March 1, 2019 | 159 |
Country | Trade Date | Settlement Date | Number of Days to Settle |
Zimbabwe |
4/15/2019
4/16/2019 4/17/2019 12/19/2019 12/20/2019 |
4/23/2019
4/24/2019 4/25/2019 12/27/2019 12/30/2019 |
8
8 8 8 10 |
* | These worse case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible, but a Fund will not take more than fourteen calendar days from the date of the tender to pay redemption proceeds. |
** | For trades placed on the Shanghai Stock Exchange A-shares. |
*** | The Malawi Stock Exchange regularly operates on a “T plus seven” local business days’ settlement cycle, which means that settlement typically occurs seven local business days after the trade execution date. As such, when considering this and local market holidays, the number of days typically needed to settle trades placed on the Malawi Stock Exchange ranges from 9-14 calendar days. |
Statement of Additional Information – March 1, 2019 | 160 |
Statement of Additional Information – March 1, 2019 | 161 |
Statement of Additional Information – March 1, 2019 | 162 |
Statement of Additional Information – March 1, 2019 | A-1 |
Statement of Additional Information – March 1, 2019 | A-2 |
Statement of Additional Information – March 1, 2019 | A-3 |
Statement of Additional Information – March 1, 2019 | A-4 |
Statement of Additional Information – March 1, 2019 | B-1 |
■ | effectively exercise their voting rights across the full range of business normally associated with general meetings of a company in line with market best practice (e.g. the election of individual directors, discharge authorities, capital authorities, auditor appointment, major or related party transactions etc). |
■ | place items on the agenda of general meetings, and to propose resolutions subject to reasonable limitations; |
■ | call a meeting of shareholders for the purpose of transacting the legitimate business of the company; and |
■ | Clear, consistent and effective reporting to shareholders is undertaken at regular intervals and that they remain aware of shareholder sentiment on major issues to do with the business, its strategy and performance. Where significant shareholder dissent is emerging or apparent (e.g. through the voting levels seen at General Meetings), boards should act to address that. |
■ | Boards should also allow a reasonable opportunity for the shareholders at a general meeting to ask questions about or make comments on the management of the company, and to ask the external auditor questions related to the audit. |
Statement of Additional Information – March 1, 2019 | B-2 |
Statement of Additional Information – March 1, 2019 | B-3 |
■ | subject to proper oversight by the board and regular review (e.g. audit, shareholder approval); |
■ | clearly justified and not be detrimental to the long-term interests of the company; |
■ | undertaken in the normal course of business; |
■ | undertaken on fully commercial terms; |
■ | In line with best practice; and |
■ | In the interests of all shareholders. |
Statement of Additional Information – March 1, 2019 | B-4 |
Statement of Additional Information – March 1, 2019 | B-5 |
1. | Clear, simple and understandable; |
2. | Balanced and proportionate, in respect of structure, deliverables, opportunity and the market; |
3. | Aligned with the long-term strategy, related key performance indicators and risk management discipline; |
4. | Linked robustly to the delivery of performance; |
5. | Delivering outcomes that reflect value creation and the shareholder ‘experience’; and |
6. | Structured to avoid pay for failure or the avoidance of accountability to shareholders. |
Statement of Additional Information – March 1, 2019 | B-6 |
Statement of Additional Information – March 1, 2019 | B-7 |
PART C. OTHER INFORMATION
Item 28. Exhibits
(a)(1) | Declaration of Trust effective June 8, 2012, is incorporated by reference to Registration Statement of the Registrant on Form N-1A (Exhibit (a)), filed on August 16, 2012. | |
(a)(2) | Amended and Restated Declaration of Trust, effective April 15, 2016, is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-209996 of the Registrant (Exhibit (a)(2)), filed on May 31, 2016. | |
(a)(3) | Amendment No. 1 to the Agreement and Declaration of Trust, dated April 15, 2016, is incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement No. 333-209996 of the Registrant (Exhibit (a)(3)), filed on February 28, 2018. | |
(a)(4) | Amendment No. 2, dated June 19, 2018, to the Agreement and Declaration of Trust, dated April 15, 2016, is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement No. 333-209996 of the Registrant (Exhibit (a)(4)), filed on July 17, 2018. | |
(b) | By-laws, as amended March 3, 2016, are incorporated by reference to Registration Statement No. 333-209996 of the Registrant (Exhibit (b)), filed on March 7, 2016. | |
(c) | Stock Certificate: Not Applicable. | |
(d)(1) | Investment Management Services Agreement between Columbia Management Investment Advisers, LLC and the Registrant, dated April 19, 2016, is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-209996 of the Registrant (Exhibit (d)(1)), filed on May 31, 2016. | |
(d)(1)(i) | Schedule A, dated June 20, 2018, to the Investment Management Services Agreement between Columbia Management Investment Advisers, LLC and the Registrant, dated April 19, 2016, is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement No. 333-209996 of the Registrant (Exhibit (d)(1)(i)), filed on July 17, 2018. | |
(e)(1) | Distribution Agreement between Columbia ETF Trust I and ALPS Distributors, Inc., dated April 16, 2018, is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement No. 333-209996 of the Registrant (Exhibit (e)(1)), filed on July 17, 2018. | |
(e)(1)(i) | Amendment No. 1, dated June 20, 2018, to the Distribution Agreement between the Registrant and ALPS Distributors, Inc., dated April 16, 2018, is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement No. 333-209996 of the Registrant (Exhibit (e)(1)(i)), filed on July 17, 2018. | |
(f) | Deferred Compensation Plan, adopted as of December 31, 2011, is incorporated by reference to Post-Effective Amendment No. 52 to the Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (f)), filed on February 24, 2012. | |
(g)(1) | Custody Agreement, dated January 18, 2019, between The Bank of New York Mellon, Columbia ETF Trust II and the Registrant, is filed electronically herewith as Exhibit (g)(1) to Post-Effective Amendment No. 12 to Registration Statement No. 333-209996 of the Registrant on Form N-1A. | |
(g)(2) | Foreign Custody Manager Agreement, dated January 18, 2019, between The Bank of New York Mellon, Columbia ETF Trust II and the Registrant, is filed electronically herewith as Exhibit (g)(2) to Post-Effective Amendment No. 12 to Registration Statement No. 333-209996 of the Registrant on Form N-1A. |
(h)(1) | Fund Administration and Accounting Agreement, dated January 18, 2019, between The Bank of New York Mellon, Columbia ETF Trust II and the Registrant, is filed electronically herewith as Exhibit (h)(1) to Post-Effective Amendment No. 12 to Registration Statement No. 333-209996 of the Registrant on Form N-1A. | |
(h)(2) | Transfer Agency and Service Agreement, dated January 18, 2019, between The Bank of New York Mellon, Columbia ETF Trust II and the Registrant, is filed electronically herewith as Exhibit (h)(2) to Post-Effective Amendment No. 12 to Registration Statement No. 333-209996 of the Registrant on Form N-1A. | |
(h)(3) | Sublicense Agreement, dated April 19, 2016, by and between Columbia Management Investment Advisers, LLC and Columbia ETF Trust I for the use of the MSCI Indexes and MSCI Marks is incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement No. 333-209996 of the Registrant (Exhibit (h)(12)), filed on September 22, 2017. | |
(h)(4) | Sublicense Agreement, dated September 20, 2017, by and between Columbia Management Investment Advisers, LLC and Columbia ETF Trust I for the use of the Bloomberg Indexes and Bloomberg Marks, is incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement No. 333-209996 of the Registrant (Exhibit (h)(13)), filed on September 22, 2017. | |
(h)(4)(i) | Exhibit A, effective June 20, 2018, to Sublicense Agreement, dated September 20, 2017, by and between Columbia Management Investment Advisers, LLC and Columbia ETF Trust I for the use of the Bloomberg Indexes and Bloomberg Marks by Columbia Diversified Fixed Income Allocation ETF and Columbia Multi Sector Municipal Income ETF is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement No. 333-209996 of the Registrant (Exhibit (h)(5)(i)), filed on July 17, 2018. | |
(h)(5) | 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 Columbia Funds Series Trust I on Form N-1A (Exhibit (h)(7)), filed on May 29, 2018. | |
(h)(6) | 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. | |
(i)(1) | Opinion of counsel is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-209996 of the Registrant (Exhibit (i)), filed on May 31, 2016. | |
(i)(2) | Opinion and consent of counsel as to the legality of the securities being registered for Columbia Diversified Fixed Income Allocation ETF, is incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement No. 333-209996 of the Registrant (Exhibit (i)(2)), filed on September 22, 2017. | |
(i)(3) | Opinion and consent of counsel as to the legality of the securities being registered for Columbia Multi-Sector Municipal Income ETF, is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement No. 333-209996 of the Registrant (Exhibit (i)(3)), filed on July 17, 2018. | |
(j) | Consent of PricewaterhouseCoopers LLP is filed herewith as Exhibit (j) to Post-Effective Amendment No. 12 to Registration Statement No. 333-209996 of the Registrant on Form N-1A. | |
(k) | Not Applicable. | |
(l) | Initial Capital Agreement is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-209996 of the Registrant (Exhibit (l)), filed on May 31, 2016. |
(m)(1) | Distribution and Service Plan, dated April 19, 2016, is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-209996 of the Registrant (Exhibit (m)), filed on May 31, 2016. | |
(m)(1)(i) | Schedule A, adopted April 19, 2016, amended and restated June 20, 2018, to Distribution and Service Plan, is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement No. 333-209996 of the Registrant (Exhibit (m)(1)(i)), filed on July 17, 2018. | |
(n) | Not Applicable. | |
(o) | Reserved. | |
(p)(1) | Code of Ethics adopted under Rule 17j-1 for Registrant, effective April 14, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit (p)(1)), filed on May 15, 2014. | |
(p)(2) | Ameriprise Global Asset Management Personal Trading Account Dealing and Code of Ethics Policy, effective December 2018, is incorporated by reference to Post-Effective Amendment No. 345 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(2)), filed on February 15, 2019. | |
(q)(1) | Trustees Power of Attorney, dated January 1, 2018, is incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement No. 333-209996 of the Registrant (Exhibit (q)(1)), filed on February 28, 2018. | |
(q)(2) | Power of Attorney for Michael G. Clarke, dated May 23, 2016, is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-209996 of the Registrant (Exhibit (q)), filed on May 31, 2016. | |
(q)(3) | Power of Attorney for Christopher O. Petersen, dated May 23, 2016, is incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement No. 333-209996 of the Registrant (Exhibit (q)(3)), filed on September 22, 2017. | |
(q)(4) | Power of Attorney for Marybeth Pilat, dated February 1, 2019, is filed herewith as Exhibit (q)(4) to Post-Effective Amendment No. 12 to Registration Statement No. 333-209996 of the Registrant on Form N-1A. |
Item 29. Persons Controlled by or Under Common Control with the Registrant
None.
Item 30. Indemnification
Article VII of the Registrants Agreement and Declaration of Trust, as amended, provides that no trustee or officer of the Registrant shall be subject to any liability to any person in connection with Registrant property or the affairs of the Registrant, and no trustee shall be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Registrant or for the act or omission of any other trustee, all as more fully set forth in the Agreement and Declaration of Trust, which is filed as an exhibit to this registration statement. Article 5 of the Registrants Bylaws provides that each person made or threatened to be made a party to or is involved in any actual or threatened proceeding by reason of the former or present capacity as a trustee or officer of the Registrant or who, while a trustee or officer, is or was serving at the request of the Registrant or whose duties as a trustee or officer involve or involved service as a director, officer, partner, trustee or agent of another organization or employee benefit plan whether the basis of any proceeding is alleged action in an official capacity or in any capacity while serving as a director, officer, partner, trustee or agent, shall be indemnified by the Registrant, under specified circumstances, all as more fully set forth in the Bylaws, which are filed as an exhibit to the 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.
The Registrants Declaration of Trust provides that nothing in the Declaration of Trust shall protect any trustee or officer against any liabilities to the 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 or position with or on behalf of the Registrant and the Registrants Bylaws provides that no indemnification will be made in violation of the provisions of the 1940 Act.
The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrants trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrants investment adviser are insured under an errors and omissions liability insurance policy. Registrants investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the 1933 Act) may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrants organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the 1933 Act 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 (Columbia Management), the Registrants investment adviser, or any subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrants past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.
Columbia Management, a wholly-owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management and the directors and principal officers of Columbia Management is also included in the Form ADV filed by Columbia Management 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 Columbia Management, certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries.
Item 32. Principal Underwriters.
(a) ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies: 1290 Funds, Aberdeen Standard Investments ETFs, Acacia Trust, ALPS Series Trust, The Arbitrage Funds, AQR Funds, Axonic Alternative Income Fund, Barings Funds Trust, BBH Trust, Brandes Investment Trust, Bridge Builder Trust, Broadstone Real Estate Access Fund, Broadview Funds Trust, Brown Advisory Funds, Brown Capital Management Mutual Funds, Centre Funds, CION Ares Diversified Credit Fund, Columbia ETF Trust, Columbia ETF Trust I, Columbia ETF Trust II, Cortina Funds, Inc., CRM Mutual Fund Trust, CSOP ETF Trust, Cullen Funds Trust, DBX ETF Trust, Flat Rock Opportunity Fund, Financial Investors Trust, Firsthand Funds, FS Credit Income Fund, FS Energy Total
Return Fund, FS Series Trust, Goehring & Rozencwajg Investment Funds, Goldman Sachs ETF Trust, Griffin Institutional Access Credit Fund, Griffin Institutional Access Real Estate Fund, Hartford Funds Exchange-Traded Trust, Hartford Funds NextShares Trust, Harvest Volatility Edge Trust, Heartland Group, Inc., Henssler Funds, Inc., Holland Series Fund, Inc., Index Funds, IndexIQ Active ETF Trust, Index IQ ETF Trust, Infusive US Trust, IVY NextShares Trust, James Advantage Funds, Janus Detroit Street Trust, Lattice Strategies Trust, Litman Gregory Funds Trust, Longleaf Partners Funds Trust, M3Sixty Funds Trust, Mairs & Power Funds Trust, Meridian Fund, Inc., Natixis ETF Trust, NorthStar Real Estate Capital Income Fund, NorthStar Real Estate Capital Income Fund-ADV, NorthStar Real Estate Capital Income Fund-C, NorthStar Real Estate Capital Income Fund-T, NorthStar/Townsend Institutional Real Estate Fund, Pax World Series Trust I, Pax World Funds Trust III, Principal Exchange-Traded Funds, Reality Shares ETF Trust, Resource Credit Income Fund, Resource Real Estate Diversified Income Fund, RiverNorth Funds, Segall Bryant & Hamill Trust, Sierra Total Return Fund, Smead Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust, Sprott ETF Trust, Stadion Investment Trust, Stone Harbor Investment Funds, Stone Ridge Trust, Stone Ridge Trust II, Stone Ridge Trust III, Stone Ridge Trust IV, Stone Ridge Trust V, Total Income Real Estate Fund, USCF ETF Trust, USCF Mutual Funds Trust, Wasatch Funds, WesMark Funds and Wilmington Funds.
(b) To the best of Registrants knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows:
Name* |
Position with Underwriter |
Positions with Fund |
||
Edmund J. Burke | Director | None | ||
Jeremy O. May | President, Director | None | ||
Bradley J. Swenson | Senior Vice President, Chief Operating Officer | None | ||
Robert J. Szydlowski | Senior Vice President, Chief Technology Officer | None | ||
Eric T. Parsons | Vice President, Controller and Assistant Treasurer | None | ||
Joseph J. Frank** | Secretary | None | ||
Patrick J. Pedonti** | Vice President, Treasurer and Assistant Secretary | None | ||
Douglas W. Fleming** | Assistant Treasurer | None | ||
Richard C. Noyes | Senior Vice President, General Counsel, Assistant Secretary | None | ||
Steven Price | Senior Vice President, Chief Compliance Officer | None | ||
Liza Orr | Vice President, Senior Counsel | None | ||
Jed Stahl | Vice President, Senior Counsel | None | ||
Josh Eihausen | Vice President, Associate Senior Counsel | None | ||
James Stegall | Vice President | None | ||
Gary Ross | Senior Vice President | None | ||
Kevin Ireland | Senior Vice President | None | ||
Mark Kiniry | Senior Vice President | None | ||
Tison Cory | Vice President, Intermediary Operations | None |
Stephen J. Kyllo | Vice President, Deputy Chief Compliance Officer | None | ||
Hilary Quinn | Vice President | None | ||
Jennifer Craig | Assistant Vice President | None |
* |
Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203. |
** |
The principal business address for Messrs. Pedonti, Frank and Fleming is 333 W. 11th Street, 5th Floor, Kansas City, Missouri 64105. |
(c) Not applicable.
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:
|
Registrant, 225 Franklin Street, Boston, MA 02110; |
|
Registrants investment adviser, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110; |
|
Registrants principal underwriter, ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, CO 80203; |
|
Registrants administrator, fund accountant, transfer agent and custodian, The Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286. |
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 Registrants filing on Form N-CEN filed with the Securities and Exchange Commission on January 14, 2019.
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 ETF TRUST I, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration
Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and The State of Minnesota on the 27 th day of February, 2019.
COLUMBIA ETF TRUST I | ||
By: |
/s/ Christopher O. Petersen |
|
Christopher O. Petersen President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 27 th day of February, 2019.
Signature | Capacity | Signature | Capacity | |||
/s/ Christopher O. Petersen Christopher O. Petersen |
President (Principal Executive Officer) |
/s/ Brian J. Gallagher* Brian J. Gallagher |
||||
/s/ Michael G. Clarke* Michael G. Clarke |
Chief Financial Officer (Principal Financial Officer) and Senior Vice President |
/s/ Catherine James Paglia* Catherine James Paglia |
Trustee | |||
/s/ Marybeth Pilat* Marybeth Pilat |
Treasurer and Chief Accounting Officer (Principal Accounting Officer) |
/s/ Anthony M. Santomero* Anthony M. Santomero |
Trustee | |||
/s/ Edward J. Boudreau, Jr.* Edward J. Boudreau, Jr. |
Chair of the Board |
/s/ Minor M. Shaw* Minor M. Shaw |
Trustee | |||
/s/ George S. Batejan* George S. Batejan |
Trustee |
/s/ William F. Truscott* William F. Truscott |
Trustee | |||
/s/ Kathleen A. Blatz* Kathleen A. Blatz |
Trustee |
/s/ Sandra Yeager* Sandra Yeager |
Trustee | |||
/s/ Pamela G. Carlton* Pamela G. Carlton |
Trustee | Trustee | ||||
/s/ Patricia M. Flynn* Patricia M. Flynn |
Trustee |
* | By: |
/s/ Joseph DAlessandro |
||
Name: | Joseph DAlessandro** | |||
Attorney-in-fact |
** |
Executed by Joseph DAlessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated May 23, 2016, and incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-209996 of the Registrant on Form N-1A (Exhibit (q)), filed with the Commission on May 31, 2016, on behalf of Marybeth Pilat pursuant to a Power of Attorney, dated February 1, 2019, filed herewith as Exhibit (q)(4) to Post-Effective Amendment No. 12 to Registration Statement No. 333-209996 of the Registrant on Form N-1A and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 1, 2018, incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement No. 333-209996 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 28, 2018. |
Exhibit Index
(g)(1) | Custody Agreement, dated January 18, 2019, between The Bank of New York Mellon, Columbia ETF Trust II and the Registrant. | |
(g)(2) | Foreign Custody Manager Agreement, dated January 18, 2019, between The Bank of New York Mellon, Columbia ETF Trust II and the Registrant. | |
(h)(1) | Fund Administration and Accounting Agreement, dated January 18, 2019, between The Bank of New York Mellon, Columbia ETF Trust II and the Registrant. | |
(h)(2) | Transfer Agency and Service Agreement, dated January 18, 2019, between The Bank of New York Mellon, Columbia ETF Trust II and the Registrant. | |
(j) | Consent of PricewaterhouseCoopers LLP. | |
(q)(4) | Power of Attorney for Marybeth Pilat, dated February 1, 2019. |
CUSTODY AGREEMENT
AGREEMENT, dated as of January 18, 2019 between each entity listed on Schedule I hereto (each, a Trust) on behalf of itself and each of its Series (as defined herein), as applicable, severally and not jointly, each having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (Custodian).
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set forth the Trust and Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the meanings set forth below:
1. Authorized Person shall be any person, whether or not an officer or employee of the Trust, duly authorized by the Trusts board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate received by Custodian from time to time.
2. Book-Entry System shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.
3. Business Day shall mean any day on which Custodian and relevant Depositories are open for business.
4. Certificate shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter, facsimile or electronic transmission and signed on behalf of the Trust by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.
5. Composite Currency Unit shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.
6. Custodian Affiliate shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.
7. Depository shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Trust from time to time, and (d) the respective successors and nominees of the foregoing.
8. Economic Sanctions Compliance Program shall mean those programs, policies, procedures and measures designed to ensure compliance with, and prevent violations of, Sanctions.
9. Foreign Depository shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Trust from time to time, and (d) the respective successors and nominees of the foregoing.
10. Instructions shall mean communications actually received by Custodian by S.W.I.F.T., tested telex, letter, facsimile transmission, or other method or system specified by Custodian as available for use in connection with the services hereunder.
11. Oral Instructions shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.
12. Sanctions shall mean all economic sanctions, laws, rules, regulations, executive orders and requirements administered by any governmental authority of the U.S. (including the U.S. Office of Foreign Assets Control), and the European Union (including any national jurisdiction or member state thereof), in addition to any other applicable authority with jurisdiction over the Fund.
13. Series shall mean the various portfolios, if any, of the Trusts listed on Schedule I hereto, as amended from time to time, and if none are listed references to Series shall be references to the Trust.
14. Securities shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).
15. Subcustodian shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Trust from time to time, and their respective successors and nominees.
16. Transfer Agent shall mean The Bank of New York Mellon or an affiliate, subject to a separate Transfer Agency and Service Agreement entered into between the parties, or any successor transfer agent identified to Custodian in a Certificate.
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ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS
1. (a) The Trust hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an Account; collectively, the Accounts) shall be in the name of the Trust.
(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Trust and Custodian may agree upon (each a Special Account), and Custodian shall reflect therein such assets as the Trust may specify in a Certificate or Instructions.
(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Trust and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Trust may specify in a Certificate or Instructions.
2. The Trust hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by the Trust, that:
(b) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;
(c) This Agreement has been duly authorized, executed and delivered by the Trust, approved by a resolution of its board, constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;
(d) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;
(e) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Trust;
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(f) Its board or its foreign custody manager, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the 40 Act), has determined that use of each Subcustodian (including any Replacement Custodian) which Custodian is authorized to utilize in accordance with Section 1(a) of Article III hereof satisfies the applicable requirements of the 40 Act and Rule 17f-5 thereunder;
(g) The Trust or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the 40 Act;
(h) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with commercially reasonable care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions need not be reviewed by Custodian, may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;
(i) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the 40 Act;
(j) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the 40 Act;
(k) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and
(l) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority.
3. The Trust hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodians request a Form FR U-1 (or successor form) whenever the Trust borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.
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4. Custodian hereby represents and warrants, which representations and warranties shall be continuing that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder; and
(b) It is qualified as a custodian under Section 17(f)(l) of the 40 Act, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Trust in writing and it shall act in accordance with all applicable custody rules under the 40 Act; and
(c) It is conducting its business in material compliance with all other applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; and
(d) It has adopted and implements policies and procedures reasonably designed to prevent violation of applicable laws and regulations.
(e) This Agreement has been duly authorized, executed and delivered by Custodian, constitutes a valid and legally binding obligation of Custodian, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement.
ARTICLE III
CUSTODY AND RELATED SERVICES
1. (a) Subject to the terms hereof, the Trust hereby authorizes Custodian to hold any Securities received by it from time to time for the Trusts account. Custodian shall be entitled to utilize, subject to subsection (c) of this Section 1, Depositories, Subcustodians, and, subject to subsection (d) of this Section 1, Foreign Depositories, to the extent required in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodians agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to the Trust, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may
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cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the Replacement Subcustodian). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Trusts board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the 40 Act and Rule 17f-5 thereunder.
(b) Custodian will act in good faith and use reasonable care, prudence and diligence, exercised in accordance with legal and regulatory requirements applicable to the services provided hereunder, in the selection, monitoring and continued appointment of such Subcustodians. Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Trust by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards, exercised in accordance with legal and regulatory requirements applicable to the services provided hereunder, in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Trust, such reports as are available concerning the internal accounting controls and financial strength of Custodian.
(d) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence, in accordance with legal and regulatory requirements applicable to the services provided hereunder, (i) to provide the Trust with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Trust of any material change in such risks. The Trust acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term Country Risks shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such countrys prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such countrys regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.
2. Custodian shall furnish the Trust with an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.
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3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:
(a) Receive all income and other payments and advise the Trust as promptly as practicable of any such amounts due but not paid;
(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Trust as promptly as practicable of any such amounts due but not paid;
(c) As promptly as practicable under the circumstances, forward to the Trust copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;
(d) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;
(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and
(f) Endorse for collection checks, drafts or other negotiable instruments.
4. (a) As promptly as practicable under the circumstances, Custodian shall notify the Trust of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, and shall as promptly as practicable under the circumstances thereafter, forward to the Trust any notices, information statements or other materials received in connection with such rights or discretionary actions, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Trust.
(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Trust or provide for discretionary action or alternative courses of action by the Trust, the Trust shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Trusts Certificate or Instructions at Custodians offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Trust). Absent Custodians timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.
5. All voting rights with respect to Securities, however registered, shall be exercised by the Trust or its designee. Custodian will make available to the Trust proxy voting services upon the request of, and for the jurisdictions selected by, the Trust in accordance with terms and conditions to be mutually agreed upon by Custodian and the Trust.
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6. Custodian shall promptly advise the Trust upon Custodians actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Trust has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.
7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.
8. The Trust shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (Taxes), with respect to any cash or Securities held on behalf of the Trust or any transaction related thereto. The Trust shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Trust (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Trust, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Trust of the additional amount of cash (in the appropriate currency) required, and the Trust shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Trust is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Trust under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Trust all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for the Trust, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Trust to Custodian hereunder. The
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Trust hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the Trust, its successors and assigns notwithstanding the termination of this Agreement.
9. (a) For the purpose of settling Securities and foreign exchange transactions, the Trust shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, sufficient immediately available funds shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Trust with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Trust may specify to Custodian.
(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a Custodian Affiliate acting as principal or otherwise through customary banking channels. The Trust may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Trust. The Trust shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.
(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. The Trust understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide information for particular Securities or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder.
10. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Trust to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.
11. Custodian shall have, and will maintain, commercially reasonable business continuity and disaster recovery policies, procedures and facilities, exercised in accordance with legal and regulatory requirements applicable to the services hereunder and consistent with applicable industry standards, including such backup, contingency and disaster recovery procedures as are required by its regulators. Upon the occurrence of any failure, Custodian shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances. The Custodian shall provide prompt notice to the Trust of any material failure impacting the Trust.
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ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT
1. Promptly after each purchase or sale of Securities by the Trust, the Trust shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.
2. The Trust understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. The Trust assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities.
3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Trust, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodians actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be final until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.
ARTICLE V
OVERDRAFTS OR INDEBTEDNESS
1. If Custodian should in its sole discretion advance funds on behalf of any Series which results in an overdraft (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Trust is for any other reason indebted to Custodian
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with respect to a Series, including any indebtedness to The Bank of New York Mellon under the Trusts Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Trust for such Series payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Series at any time held by Custodian for the benefit of such Series or in which such Series may have an interest which is then in Custodians possession or control or in possession or control of any third party acting in Custodians behalf. The Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Series credit on Custodians books.
2. If the Trust borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Trust shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Trust on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the 40 Act and the Trusts prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Trust shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Trust fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.
ARTICLE VI
SALE AND REDEMPTION OF SHARES
1. Whenever the Trust shall sell any shares issued by the Trust (Shares) it shall deliver to Custodian a Certificate or Instructions, or cause the Trusts Transfer Agent to provide instructions, specifying the amount of money, if any, and the particular Securities and the amount of each Security to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series. Upon receipt of such money, if any, and such Securities, Custodian shall credit the same to an Account in the name of the Series for which such money, if any, and such Securities are received.
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2. Whenever the Trust desires Custodian to make a payment, if any, and a delivery of Securities out of the money and Securities held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions, or cause the Trusts Transfer Agent to provide instructions specifying the total amount of money, if any, to be paid, and the particular Securities and amount of each Security to be delivered, for the redemption of such Shares. Custodian shall make any such payment and such delivery of Shares, as directed by a Certificate or Instructions or instructions of the Trusts transfer agent, out of the money and Securities held in an Account of the appropriate Series.
ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. Whenever the Trust shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.
2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Trust specified therein.
ARTICLE VIII
CONCERNING CUSTODIAN
1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys and accountants fees (collectively, Losses), incurred by or asserted against the Trust, except those Losses arising out of Custodians own bad faith, negligence or willful misconduct or reckless disregard of its duties under this Agreement.
(b) In the event the Trust incurs a loss due to the negligence, willful default, or insolvency of a Depository or Foreign Depository, Custodian will make reasonable efforts, in its sole discretion, to seek recovery from the Depository, but Custodian will not otherwise be liable for the action or inaction of any Depositories or of any Foreign Depositories, except, with respect to Foreign Depositories, to the extent such action or inaction is a direct result of the Custodians failure to fulfill its duties hereunder. With respect to any Losses incurred by the Trust as a result of the acts or any failures to act by any Subcustodian (other than a Custodian Affiliate), Custodian shall take appropriate action to recover such Losses from such Subcustodian; and Custodians sole responsibility and liability to the Trust shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Custodian).
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2. In no event shall Custodian be liable to the Trust or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Custodian or any Subcustodian be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions without reviewing the same; (iii) for conclusively presuming that all Instructions are given only by person(s) duly authorized; (iv) for conclusively presuming that all disbursements of cash directed by the Trust, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 2(i) of Article II hereof; (v) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (vi) for any Losses due to forces reasonably beyond the control of Custodian, provided Custodian has otherwise acted without bad faith, negligence, willful misconduct or reckless disregard of its duties, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vii) for the insolvency of any Subcustodian (other than a Custodian Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodians failure to fulfill its duties hereunder, any Foreign Depository; or (viii) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Trust, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.
(b) Custodian may enter into subcontracts, agreements and understandings with any Custodian Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.
(c) The Trust agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodians performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Trust; provided however, that the Trust shall not indemnify Custodian for those Losses arising out of Custodians own negligence, reckless disregard of its duties or willful misconduct. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement.
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3. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:
(a) Any Losses incurred by the Trust or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;
(b) The validity of the issue of any Securities purchased, sold, or written by or for the Trust, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;
(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;
(d) The legality of the declaration or payment of any dividend or distribution by the Trust;
(e) The legality of any borrowing by the Trust;
(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Trust against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Trust. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Trust are lent makes payment to it of any dividends or interest which are payable to or for the account of the Trust during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Trust in the event that such dividends or interest are not paid and received when due;
(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Trust; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Trust of any variation margin payment or similar payment which the Trust may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Trust is entitled to receive, or to notify the Trust of Custodians receipt or non-receipt of any such payment; or
(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of the Trust and specifically allocated to a Series are such as properly may be held by the Trust or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Trust, whether or not involving Custodian, are such transactions as may properly be engaged in by the Trust.
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4. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.
5. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment.
6. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.
7. The Trust shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodians standard rates for such services as may be applicable. The Trust shall reimburse Custodian for all costs associated with the conversion of the Trusts Securities hereunder and the transfer of Securities and records kept in connection with this Agreement. The Trust shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder.
8. Custodian has the right to debit any cash account for any amount payable by a Series in connection with any and all obligations of
that Series to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when a Series shall not have honored any of its obligations to Custodian, Custodian shall have the right without
notice to the Series to retain or
set-off,
against such obligations of such Series, any Securities or cash Custodian or a Custodian Affiliate may directly or indirectly hold for the account of such Series, and
any obligations (whether matured or unmatured) that Custodian or a Custodian Affiliate may have to such Series in any currency or Composite Currency Unit. Any such asset of, or obligation to, a Series may be transferred to Custodian and any
Custodian Affiliate in order to effect the above rights.
9. The Trust agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Trust agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Trust elects to transmit Instructions through an on-line communications system offered by Custodian, the Trusts use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto. If Custodian receives Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Trust understands and agrees that Custodian cannot determine the identity of the actual sender of such Instructions and that Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person, and the Trust shall be responsible for ensuring that only Authorized Persons transmit such Instructions to Custodian. If the Trust elects (with Custodians prior consent) to transmit Instructions through an on-line communications service owned or operated by a third party, the Trust agrees that Custodian shall not be responsible or liable for the reliability or availability of any such service.
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10. The books and records pertaining to the Trust which are in possession of Custodian shall be the property of the Trust. Such books and records shall be prepared and maintained as required by the 40 Act and the rules thereunder. The Trust, or its authorized representatives, shall have access to such books and records during Custodians normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by Custodian to the Trust or its authorized representative. Upon the reasonable request of the Trust, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.
11. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Trust with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Trust may reasonably request from time to time.
12. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement.
13. (a) Throughout the term of this Agreement, the Trust (i) shall maintain, and comply with, an Economic Sanctions Compliance Program which includes measures to accomplish effective and timely scanning of all relevant data with respect to its clients and with respect to incoming or outgoing assets or transactions; (ii) shall ensure that neither the Trust nor any of its affiliates, directors, officers, employees or clients (to the extent such clients are covered by this Agreement) is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions, or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions; and (iii) shall not, directly or indirectly, use the Accounts in any manner that would result in a violation of Sanctions.
(b) The Trust will promptly provide to the Custodian such information as the Custodian reasonably requests in connection with the matters referenced in this Article VIII, Section 12, including information regarding the Accounts, the assets held or to be held in the Accounts, the source thereof, and the identity of any individual or entity having or claiming an interest therein. The Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, exercised in accordance with legal and regulatory requirements applicable to the services provided hereunder, deems necessary or advisable, in connection with the matters referenced in this Article VIII, Section 12. If the Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, the Custodian will inform the Trust as soon as reasonably practicable.
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ARTICLE IX
TERMINATION
1. The term of this Agreement shall be one year commencing upon the date hereof (the Initial Term) and shall automatically renew for additional one-year terms (each a Subsequent Term). Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days prior to the end of the Initial Term or any Subsequent Term, unless earlier terminated as provided below. In the event such notice is given by the Trust, it shall be accompanied by a copy of a resolution of the board of the Trust, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Trust shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Trust, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Trust, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Trust and held by it as Custodian, after deducting all undisputed fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.
2. Either party hereto may terminate this Agreement prior to the expiration of the Initial Term in the event the other party breaches any material provision of this Agreement, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 30 days of receipt of such notice.
3. Either party hereto may terminate this Agreement immediately by sending notice thereof to the other party upon a party: (i) commencing as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (ii) commencing as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iii) making a general assignment for the benefit of creditors; or (iv) stating in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. Either party hereto may exercise its termination right under this Section 9 Paragraph 3 at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.
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4. If a successor custodian is not designated by the Trust or Custodian in accordance with the preceding Section, the Trust shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Trust) and money then owned by the Trust be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Trust to hold such Securities hereunder in accordance with this Agreement.
ARTICLE X
CONFIDENTIALITY
1. Custodian hereby agrees:
(a) to hold confidential all (i) confidential or proprietary information of, and business or technical information about, the Trust, its assets and its managed investment entities (collectively, the Trust Assets), including without limitation, information relating to the financial condition, plans, products, intellectual property, analyses, projects, processes, systems, marketing, research or development activities, and all technical information or know-how of the Trust, or of any other person or entity as to which the Trust is obligated to maintain confidentiality (the Confidential Information) and (ii) documents, records, notes, summaries and other material derived from the Confidential Information (the Derivative Materials); and
(b) not to disclose the Confidential information or the Derivative Materials to any third party (except as provided in Sections 3 and 4 of this Article X below); and
(c) to use the Confidential Information or the Derivative Materials solely as provided herein.
Exceptions: The term Confidential Information shall not include any information which: (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by Custodian); or (ii) was available to Custodian on a non-confidential basis from a source other than the Trust, provided that such source is not and was not bound by a confidentiality agreement with the Trust; or (iii) has been independently acquired or developed by Custodian without violating any obligations under this Agreement.
2. Without limiting the generality of the foregoing, Custodian acknowledges that the Confidential Information and the Derivative Materials may constitute or contain material non public information within the meaning of the United States securities laws. Custodian further acknowledges that the United States securities laws prohibit any person who has received any material non-public information from an issuer or any affiliate thereof from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Custodian shall abide by such prohibitions, and will comply in all respects with all other applicable laws and regulations implicated by its receipt, production or use of the Confidential Information and the Derivative Materials.
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3. Compulsory Disclosures. In the event that Custodian is requested or required by applicable law, rule, regulation or court process to disclose any of the Confidential Information or the Derivative Materials, Custodian shall provide the Trust with written notice of such requirement, to the extent practicable and not prohibited by applicable law, rule, regulation or court process, as soon as practicable so that the Client may seek, at its expense, a protective order or other appropriate remedy and/or waive Custodians compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or compliance with this Agreement is not waived, Custodian shall be permitted to furnish that portion of the Confidential Information and the Derivative Materials which its counsel advises in writing is legally required, and shall exercise commercially reasonable efforts to obtain confidential treatment of such Confidential Information and such Derivative Materials.
4. Notwithstanding the above, the Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the BNY Mellon Group). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the Centralized Functions) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes Custodian to disclose information regarding the Trust (Customer-Related Data) to the BNY Mellon Group and to its third-party service providers who are subject to the confidentiality obligations under this Article X with respect to such information and (ii) Custodian may store the names and business contact information of the Trusts employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Trust confirms that it is authorized to consent to the foregoing.
ARTICLE XI
MISCELLANEOUS
1. The Trust agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 240 Greenwich Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.
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3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Trust shall be sufficiently given if addressed to the Trust and received by it at its offices at 225 Franklin Street, Boston, Massachusetts 02110 or at such other place as the Trust may from time to time designate in writing.
4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.
6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it 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. The Trust and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
7. The Trust hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify the Trust. Accordingly, prior to opening an Account hereunder Custodian will ask the Trust to provide certain information including, but not limited to, the Trusts name, physical address, tax identification number and other information that will help Custodian to identify and verify the Trusts identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. The Trust agrees that Custodian cannot open an Account hereunder unless and until Custodian verifies the Trusts identity in accordance with its CIP.
8. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
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9. Notwithstanding anything herein to the contrary, BNY Mellon Group shall perform all of its duties and obligations hereunder in accordance with legal and regulatory requirements applicable to the provision of services hereunder.
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IN WITNESS WHEREOF , the Trust and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the latest date set forth below.
COLUMBIA ETF TRUST I | ||
By: | /s/ Michael Clarke |
Name: | Michael Clarke | |
Title: | Senior Vice President | |
Date: | January 18, 2019 |
COLUMBIA ETF TRUST II | ||
By: | /s/ Michael Clarke |
Name: | Michael Clarke | |
Title: | Senior Vice President | |
Date: | January 18, 2019 |
THE BANK OF NEW YORK MELLON | ||
By: | /s/ Elizabeth Stubenrauch |
Name: | Elizabeth Stubenrauch | |
Title: | Relationship Executive | |
Date: | January 18, 2019 |
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SCHEDULE I
Columbia ETF Trust I
Fund Name | Tax Identification | |||
Columbia Diversified Fixed Income Allocation ETF: DIAL | 82-2166114 | |||
Columbia Multi-Sector Municipal Income ETF: MUST | 82-5504769 | |||
Columbia Sustainable Global Equity Income ETF: ESGW | 81-2187181 | |||
Columbia Sustainable International Equity Income ETF: ESGN | 81-2176094 | |||
Columbia Sustainable U.S. Equity Income ETF: ESGS | 81-2136386 |
Columbia ETF Trust II
Fund Name | Tax Identification | |||
Columbia Beyond BRICs ETF: BBRC | 38-3865825 | |||
Columbia EM Core ex-China ETF: XCEM | 32-0469071 | |||
Columbia EM Quality Dividend ETF: HILO | 27-5305733 | |||
Columbia Emerging Markets Consumer ETF: ECON | 27-1929340 | |||
Columbia India Consumer ETF: INCO | 27-5301395 | |||
Columbia India Infrastructure ETF: INXX | 27-1321953 | |||
Columbia India Small Cap ETF: SCIN | 27-2357317 |
APPENDIX I
ELECTRONIC SERVICES TERMS AND CONDITIONS
These Electronic Access Terms and Conditions (the Terms and Conditions ) set forth the terms and conditions under which The Bank of New York Mellon Corporation and/or its subsidiaries or joint ventures (collectively, BNY Mellon ) will provide the entities and its (their) affiliates listed on Schedule A ( You and Your ) with access to and use of BNY Mellons electronic information delivery site known as BNY Mellon Connect and/or other BNY Mellon-designated access portals ( Electronic Access ). Access to and use of Electronic Access by You is contingent upon and is in consideration for Your compliance with the terms and conditions set forth below. Electronic Access includes access to BNY Mellon web sites accessible via BNY Mellon Connect and/or other BNY Mellon-designated access portals ( Sites ), pursuant to which You are able to access products and services provided by BNY Mellon as well as data regarding Your accounts. You may amend Schedule A by delivering a revised version to BNY Mellon.
Any particular product or service accessed by You through Electronic Access may be subject to a separate written agreement between You and BNY Mellon with respect to such products and services (each a Services Agreement ). In addition, terms and conditions and restrictions with respect to any particular product or service accessed through Electronic Access (such as privacy and internet security matters), together with any disclaimers related to the specific products or services, may be set forth on the Sites (hereinafter referred to as Terms of Use ) and are applicable to such products and services. You agree to the Terms and Conditions. By any of Your Users accessing the Sites, and the products and services available through Electronic Access, You agree to any Terms of Use and acknowledge and accept any disclaimers and disclosures included on the Sites and the restrictions concerning the use of proprietary data provided by Information Providers (as defined below) that are posted on the Data Terms Web Site (as defined below). For the avoidance of doubt, the execution of these Terms and Conditions will not alter or amend or otherwise affect any Services Agreement whether such Services Agreement is executed prior to or after the execution of these Terms and Conditions.
1. |
Access Administration : |
a. |
To facilitate access to Electronic Access, You will furnish BNY Mellon with a written list of the names, and the extent of authority or level of access, of persons You are authorizing to access the Sites, products and services and to use the Electronic Access ( Authorized Users ) on a read-only basis. In addition, You may also designate Authorized Users who will have authority to enter transactions and provide instructions to BNY Mellon that cause a change in or have an impact on assets held by BNY Mellon for Your accounts ( Authorized Transactional Users ). Where appropriate, Authorized Users and Authorized Transactional Users are collectively referred to herein as Users . If You wish to allow any third party (such as an investment manager, consultant or third party service provider) or any employee of a third party to have access to Your account information through Electronic Access and be included as a User under these Terms and Conditions, You may designate a third party or employee of a third party as an Authorized User or Authorized Transactional User under these Terms and Conditions and any such third party or employee of a third party so designated by You (and, if a third party is so designated, any employee of such third party designated by such third party) will be included within the definition of Authorized User, Authorized Transactional User, and User as appropriate. |
b. |
Upon BNY Mellons approval of Users (which approval will not be unreasonably withheld), BNY Mellon will send You a user-id, temporary password and, where applicable, a security identification device for each User. You will be responsible for providing to Users the user-ids, temporary passwords and, where applicable, secure identification devices. You will ensure that any User receiving a secure identification device returns such device immediately following the termination of the Users authorization to access the products and services for which the secure identification device was provided to such User. You are solely responsible for Users access to Electronic Access, and You and Users are solely responsible for the confidentiality of the user-ids and passwords and secure identification devices that are provided to them and will remain responsible for each secure identification device until it is returned to BNY Mellon. You, on behalf of You and Your affiliates, acknowledge and agree that, BNY Mellon will have no duty or obligation to verify or confirm the actual identity of the person who accessed Electronic Access using a validly issued user-id and password (and, where applicable, security identification device) or that the person who accessed Electronic Access using such validly issued user-id and password (and, where applicable, security identification device) is, in fact, a User (whether an Authorized User or an Authorized Transactional User). |
c. |
You shall not, and shall not permit any User or third party to, breach or attempt to breach any security measures used in connection with Electronic Access or Proprietary Software. Any attempt to circumvent or penetrate any application, network or other security measures used by BNY Mellon or its suppliers in connection with Electronic Access is strictly prohibited. |
d. |
You are also solely responsible for ensuring that all Users comply with these Terms and Conditions and any Terms of Use included on the Sites, the Service Agreement for each product or services accessed through the Sites and their associated services and all applicable terms and conditions, restrictions on the use of such products and services and data obtained through the use of Electronic Access. BNY Mellon reserves the right to prohibit access or revoke the access of any User to Electronic Access whom BNY Mellon determines has violated or breached these terms and conditions or any Terms of Use on a Site accessed by the User, including the Data Terms Web Site (as defined below), or whose conduct BNY Mellon reasonably determines may constitute a criminal offense, violate any applicable local, state, national, or international law or constitute a security risk for BNY Mellon, a BNY Mellons third party supplier ( BNY Mellons Supplier ), BNY Mellons clients or any Users of Electronic Access. BNY Mellon may also terminate access to all Users following termination of all Services Agreements between You and BNY Mellon. |
2. |
Proprietary Software : Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier ( Proprietary Software ). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited. |
3. |
Use of Data : |
a. |
Electronic Access may include information and data that is proprietary to the providers of such information or data ( Information Providers ) or may be used to access Sites that include such information or data from Information Providers. This information and data may be subject to restrictions and requirements which are imposed on BNY Mellon by the Information Providers and which are posted on http://www.bnymellon.com/products/assetservicing/vendoragreement.pdf or any successor web site of which You are provided notice from time to time (the Data Terms Web Site ). You will be solely responsible for ensuring that Users comply with the restrictions and requirements concerning the use of proprietary data that are posted on the Data Terms Web Site. |
b. |
You consent to BNY Mellon, its affiliates and BNY Mellons Suppliers disclosing to each other and using data received from You and Users and, where applicable, Your third parties in connection with these Terms and Conditions (including, without limitation, client data and personal data of Users) (1) to the extent necessary for the provision of Electronic Access; (2) in order for BNY Mellon and its affiliates to meet any of their obligations under these Terms and Conditions to provide Electronic Access; or (3) to the extent necessary for Users to access Electronic Access. |
c. |
In addition, You permit BNY Mellon to aggregate data concerning Your accounts with other data collected and/or calculated by BNY Mellon. BNY Mellon will own such aggregated data, but will not distribute the aggregated data in a format that identifies You or Your data. |
4. |
Ownership and Rights : |
a. |
Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the Information ), are the exclusive and confidential property of BNY Mellon and/or BNY Mellons suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care. |
b. |
The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted. |
c. |
Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellons Suppliers. |
d. |
Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellons Suppliers. Intellectual Property Rights includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world. |
5. |
Reliance : |
a. |
BNY Mellon will be entitled to rely on, and will be fully protected in acting upon, any actions or instructions associated with a user-id or a secure identification device issued to a User until such time BNY Mellon receives actual notice in writing from You of the change in status of the User and receipt of the secure identification device issued to such User. You acknowledge that all commands, directions and instructions, including commands, directions and instructions for transactions issued by a User are issued at Your sole risk. You agree to accept full and sole responsibility for all such commands, directions and instructions and that BNY Mellon, will have no liability for, and you hereby release BNY Mellon from, any losses, liabilities, damages, costs, expenses, claims, causes of action or judgments (including attorneys fees and expenses) (collectively Losses ) incurred or sustained by you or any other party in connection with or as a result of BNY Mellons reliance upon or compliance with such commands, directions and instructions. |
b. |
All commands, directions and instructions involving a transaction entered by Authorized Transactional User will be treated as an authorized instruction under the applicable Services Agreement(s) between You and BNY Mellon covering accounts, products and services and products provided by BNY Mellon with respect to which Electronic Access is being used whether such Services Agreement is executed prior to or after the execution of these Terms and Conditions. |
6. |
Disclaimers: |
a. |
Although BNY Mellon uses reasonable efforts to provide accurate and up-to-date information through Electronic Access, BNY Mellon, its Content Providers and Information Providers make no warranties or representations under these Terms and Conditions as to accuracy, reliability or comprehensiveness of the content, information or data accessed through Electronic Access. Without limiting the foregoing, some of the content on Electronic Access may be provided by sources unaffiliated with BNY Mellon ( Content Providers ) and by Information Providers. For that content BNY Mellon is a distributor and not a publisher of such content and has no control over it. Information provided by Information Providers has not been independently verified by BNY Mellon and BNY Mellon makes no representation as to the accuracy or completeness of the content or information provided. Any opinions, advice, statements, services, offers or other information given or provided by Content Providers and Information Providers (including merchants and licensors) are those of the respective authors of such content and not that of BNY Mellon. BNY Mellon will not be liable to You or Users for such content or information in any way nor for any action taken in reliance on such information nor for direct or indirect damages resulting from the use of such information. For purposes of these Terms and Conditions, all information and data, including all proprietary information and materials and all client data, provided to You through Electronic Access are provided on an AS-IS, AS AVAILABLE basis. |
b. |
BNY Mellon makes no guarantee and does not warrant that Electronic Access or the information and data provided through the Electronic Access are or will be virus-free or will be free of viruses, worms, Trojan horses or other code with contaminating or destructive properties. BNY Mellon will employ commercially reasonable anti-virus software to its systems to protect its systems against viruses. |
c. |
Some Sites accessed through the use of Electronic Access may include links to websites provided by parties that are not affiliated with BNY Mellon ( Third Party Websites ). BNY Mellon will not be liable to any person for the content found on such Third Party Websites. BNY Mellon will not be responsible for Third Party Websites that collect information from parties who visit their web sites through links on the Sites. BNY Mellon will not be liable or responsible for any loss suffered by any person as a result of their use of any Third Party Websites that are linked to the BNY Mellon Sites. |
d. |
BNY Mellon retains complete discretion and authority to add, delete or revise in whole or in part Electronic Access, including its Sites, and to modify from time to time any Proprietary Software provided in conjunction with the use of Electronic Access and/or any of the Sites. To the extent reasonably possible, BNY Mellon will provide notice of such modifications. BNY Mellon may terminate, immediately and without advance notice, and without right of cure, any portion or component of Electronic Access or the Sites. |
e. |
TO THE FULLEST EXTENT PERMITTED BY LAW, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF QUALITY AND NO WARRANTY OF TITLE OR NONINFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ELECTRONIC ACCESS, THE SITES, ANY PROPRIETARY SOFTWARE, INFORMATION, MATERIALS OR CLIENT DATA. |
f. |
Notwithstanding the prior paragraph, The Bank of New York Mellon or an Affiliate designated by it will defend You and pay any amounts agreed to by BNY Mellon in a settlement and damages finally awarded by a court of competent jurisdiction, in an action or proceeding commenced against You based on a claim that Electronic Access or the Proprietary Software infringe plaintiff(s)s patent, copyright, or trade secret, provided that You (i) notify BNY Mellon promptly of any such action or claim (except that the failure to so notify BNY Mellon will not limit BNY Mellons obligations hereunder except to the extent that such failure prejudices BNY Mellon); (ii) grant BNY Mellon or its designated Affiliate full and exclusive authority to defend, compromise or settle such claim or action; and (iii) provide BNY Mellon or its designated Affiliate all assistance reasonably necessary to so defend, compromise or settle. The foregoing obligations will not apply, however, to any claim or action arising from (i) use of the Proprietary Software Information or Electronic Access in a manner not authorized under these Terms and Conditions, the Terms of Use, or the Data Terms Web Site; or (ii) use of the Proprietary Software or Electronic Access in combination with other software or services not supplied by BNY Mellon. |
7. |
Limitation of Liability: |
a. |
IN NO EVENT WILL BNY MELLON, BNY MELLONS SUPPLIERS OR ITS CONTENT PROVIDERS OR INFORMATION PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE UNDER THESE TERMS AND CONDITIONS FOR ANY LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES INCLUDING BUT NOT LIMITED TO, ANY DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, RELIANCE DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, INDIRECT DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE USE OF OR INABILITY TO USE ELECTRONIC ACCESS (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR ANY OTHER PERSON, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (3) THE COST OF SUBSTITUTE ACCESS SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR ACCESS THROUGH ELECTRONIC ACCESS. BNY MELLON WILL NOT BE LIABLE FOR LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH ELECTRONIC ACCESS. BNY MELLON WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM VOLUNTARY SHUTDOWN OF THE SERVER, ELECTRONIC ACCESS OR ANY OF THE SITES TO ADDRESS TECHNICAL PROBLEMS, COMPUTER VIRUSES, DENIAL-OF-SERVICE MESSAGES OR OTHER SIMILAR PROBLEMS. |
b. |
BNY MELLONS ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS AND CONDITIONS FOR ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE, ELECTRONIC ACCESS OR SITES, IS AS FOLLOWS: IF YOU REPORT A MATERIAL MALFUNCTION IN ELECTRONIC ACCESS THAT BNY MELLON IS ABLE TO REPRODUCE, BNY MELLON WILL USE REASONABLE EFFORTS TO CORRECT THE MALFUNCTION. IF BNY MELLON IS UNABLE TO CORRECT THE MALFUNCTION, YOU MAY CEASE ALL USE OF ELECTRONIC ACCESS AND RECEIVE A REFUND OF ANY FEES PAID IN ADVANCE, SPECIFICALLY FOR ELECTRONIC ACCESS, APPLICABLE TO PERIODS AFTER CESSATION OF SUCH USE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. |
c. |
The limitation of liability set forth in this Limitation of Liability section and in other provisions in these Terms and Conditions is in addition to any limitation of liability provisions contained in any Services Agreements and will not supersede or be superseded by limitation of liability provisions contained in such Services Agreements, whether executed prior to or after the execution of these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements containing a reference to these Terms and Conditions. |
8. |
Indemnification: |
a. |
You agree to indemnify, protect and hold BNY Mellon, BNY Mellons Suppliers, Content Providers and Information Providers harmless from and against all liability, claims damages, costs and expenses, including reasonable attorneys fees and expenses, resulting from a claim that arises out of (i) any breach by You or Users of these Terms and Conditions, the Terms of Use or the Data Terms Web Site and (ii) any person obtaining access to Electronic Access through You or Users or through use of any password, user-id or secure identification device issued to a User, whether or not You or a User authorized such access. For the avoidance of doubt, and by way of illustration and not by way of limitation, the forgoing indemnity is applicable to disputes between the parties, including the enforcement of these Terms and Conditions. The rights and remedies conferred hereunder will be cumulative and the exercise or waiver of any such right or remedy will not preclude or inhibit the exercise of additional rights or remedies or the subsequent exercise of such right or remedy. |
b. |
The indemnity provided in herein is in addition to any indemnity and other remedies contained in any Services Agreements and will not supersede or be superseded by such Services Agreements, whether executed prior to or after the execution of these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements and expressly stating an intent to modify this Terms and Conditions. Nothing contained herein will, or be deemed to, alter or modify the rights and remedies of BNY Mellon as set forth in the Services Agreements. |
9. |
Choice of Law and Forum: Unless otherwise agreed and specified herein, these Terms and Conditions are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law; You expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute with BNY Mellon, its employees, contractors, officers or directors or relating in any way to Your use of Electronic Access resides in the state or federal courts in New York City, New York; and You further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought with respect to these Terms and Conditions. BNY Mellon and You hereby waive the right of trial by jury in any action arising out of or related to the BNY Mellon or these Terms and Conditions. |
10. |
Term and Termination: |
a. |
Either BNY Mellon or You may terminate these Terms and Conditions and the Electronic Access upon thirty (30) days written notice to the other party. |
b. |
In the event of any breach of the provisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers proprietary data that are posted on the Data Terms Web Site, the non-breaching party may terminate these Terms and Conditions and the Electronic Access immediately upon written notice to the breaching party if any breach remains uncured after ten (10) days written notice of the breach is sent to the breaching party. |
c. |
BNY Mellon may immediately terminate access through an Authorized Users user-id and password and may, at its discretion, also terminate access by an Authorized User, without right of cure, in the event of an unauthorized use of an Authorized Users user-id or password, or where BNY Mellon believes there is a security risk created by such access. |
d. |
BNY Mellon may terminate, without advance notice, Your access or the access of Users to any portion or component of Electronic Access or the Sites in the event a BNY Mellon Supplier, Content Provider or Information Provider prohibits BNY Mellon from permitting You or Users to have access to their information or services. |
e. |
Promptly upon receiving or giving notice of termination, You will notify all Users of the effective date of the termination. |
f. |
Upon termination of Your access to Electronic Access, You shall return of manuals, documentation, workflow descriptions and the like that are in Your possession or under Your control and all security identification devices. |
g. |
The Reliance, Disclaimers, Limitation of Liability Indemnification and confidentiality provisions of the Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the termination of these Terms and Conditions. |
You represent and warrant to BNY Mellon that these Terms and Conditions and the indemnity contained herein have been duly authorized and accepted, that You have full authority to enter into these Terms and Conditions, both for the entities at Schedule A and for any affiliate with Electronic Access, and that these Terms and Conditions constitute a binding obligation enforceable in accordance with its terms.
SCHEDULE A to APPENDIX I
Affiliates of Client
Columbia Management Investment Advisers, LLC
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of January 18, 2019 by and between each entity listed on Annex I attached hereto (the Fund) on behalf of itself and each of its Series (as defined herein), as applicable, severally and not jointly, and The Bank of New York Mellon (BNY).
W I T N E S S E T H:
WHEREAS , the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein;
WHEREAS , BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;
NOW THEREFORE , in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows:
ARTICLE I.
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
1. Board shall mean the board of directors or board of trustees, as the case may be, of the Fund.
2. Eligible Foreign Custodian shall have the meaning provided in the Rule.
3. Monitoring System shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.
4. Responsibilities shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.
5. Rule shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended on June 12, 2000.
6. Specified Country shall mean each country listed on Schedule I attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York Mellon as custodian (the Custodian) under its Custody Agreement with the Fund.
ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER
1. The Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities.
2. BNY accepts the Boards delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence in accordance with legal and regulatory requirements applicable to the services hereunder and consistent with applicable industry standards and best practices, such as a person having responsibility for the safekeeping of the Funds assets would exercise.
3. BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Funds foreign custody arrangements written reports notifying the Board of the placement of assets of the Fund with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Fund with any such Eligible Foreign Custodian.
ARTICLE III.
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Funds foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Funds assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Fund whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.
2. For purposes of preceding Section 1 of this Article, BNYs determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, Country Risks shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodians use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such countrys financial infrastructure; (c) such countrys prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.
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ARTICLE IV.
REPRESENTATIONS
1. The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Funds execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present, and (c) the Board or the Funds investment advisor has considered the Country Risks associated with investment in each Specified Country and will have considered such risks prior to any settlement instructions being given to the Custodian with respect to any other country.
2. BNY hereby represents that: (a) BNY is a U.S. Bank as defined in section (a)(7) of the Rule and is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNYs execution or performance of this Agreement; and (c) BNY has established the Monitoring System.
ARTICLE V.
CONCERNING BNY
1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys and accountants fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.
2. The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys and accountants fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNYs performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNYs failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.
3. For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed.
4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country.
- 3 -
ARTICLE VI.
MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the Fund and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 101 Barclay Street, New York, New York 10286, or at such other place as BNY may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at its offices at 225 Franklin Street, Boston, Massachusetts 02110 or at such other place as the Fund may from time to time designate in writing.
4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.
5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it 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. The Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (60) days after the date of such notice.
- 4 -
IN WITNESS WHEREOF , the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.
COLUMBIA ETF TRUST I | ||
By: | /s/ Michael Clarke |
Name: | Michael Clarke | |
Title: | Senior Vice President | |
Date: | January 18, 2019 |
COLUMBIA ETF TRUST II | ||
By: | /s/ Michael Clarke |
Name: | Michael Clarke | |
Title: | Senior Vice President | |
Date: | January 18, 2019 |
THE BANK OF NEW YORK MELLON | ||
By: | /s/ Elizabeth Stubenrauch |
Name: | Elizabeth Stubenrauch |
Title: | Relationship Executive | |
Date: | January 18, 2019 |
- 5 -
ANNEX I
Columbia ETF Trust I
Fund Name | Tax Identification | |||
Columbia Diversified Fixed Income Allocation ETF: DIAL | 82-2166114 | |||
Columbia Multi-Sector Municipal Income ETF: MUST | 82-5504769 | |||
Columbia Sustainable Global Equity Income ETF: ESGW | 81-2187181 | |||
Columbia Sustainable International Equity Income ETF: ESGN | 81-2176094 | |||
Columbia Sustainable U.S. Equity Income ETF: ESGS | 81-2136386 |
Columbia ETF Trust II
Fund Name | Tax Identification | |||
Columbia Beyond BRICs ETF: BBRC | 38-3865825 | |||
Columbia EM Core ex-China ETF: XCEM | 32-0469071 | |||
Columbia EM Quality Dividend ETF: HILO | 27-5305733 | |||
Columbia Emerging Markets Consumer ETF: ECON | 27-1929340 | |||
Columbia India Consumer ETF: INCO | 27-5301395 | |||
Columbia India Infrastructure ETF: INXX | 27-1321953 | |||
Columbia India Small Cap ETF: SCIN | 27-2357317 |
SCHEDULE I
Specified Countries
COLUMBIA ETF TRUST I |
Account # | Country |
Country Name |
|||
COLUMBIA MULTI-SECTOR MUNICIPAL INCOME ETF | 342990 | US | UNITED STATES | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | EU | EUROMARKETS - EUROCLEAR | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | AU | AUSTRALIA | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | CA | CANADA | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | CH | SWITZERLAND | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | DE | GERMANY | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | FR | FRANCE | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | GB | UNITED KINGDOM | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | HK | HONG KONG | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | IT | ITALY | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | JP | JAPAN | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | NO | NORWAY | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | NZ | NEW ZEALAND | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | SE | SWEDEN | |||
COLUMBIA DIVERSIFIED FIXED INCOME ALLOCATION ETF | 999251 | US | UNITED STATES | |||
COLUMBIA SUSTAINABLE US EQUITY INCOME ETF | 745453 | US | UNITED STATES | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | AT | AUSTRIA | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | AU | AUSTRALIA | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | BE | BELGIUM | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | CA | CANADA | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | CH | SWITZERLAND | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | DE | GERMANY | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | DK | DENMARK | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | ES | SPAIN | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | FI | FINLAND | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | FR | FRANCE | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | GB | UNITED KINGDOM | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | HK | HONG KONG | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | IE | IRELAND | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | IL | ISRAEL | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | IT | ITALY | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | JP | JAPAN | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | NL | NETHERLANDS | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | NO | NORWAY | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | NZ | NEW ZEALAND | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | PT | PORTUGAL | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | SE | SWEDEN | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | SG | SINGAPORE | |||
COLUMBIA SUSTAINABLE INTERNATIONAL EQUITY INCCOME ETF | 745454 | US | UNITED STATES | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | AT | AUSTRIA | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | AU | AUSTRALIA | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | BE | BELGIUM | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | CA | CANADA | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | CH | SWITZERLAND | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | DE | GERMANY | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | DK | DENMARK | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | ES | SPAIN | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | FI | FINLAND | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | FR | FRANCE | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | GB | UNITED KINGDOM | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | HK | HONG KONG | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | IE | IRELAND | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | IL | ISRAEL | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | IT | ITALY | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | JP | JAPAN | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | NL | NETHERLANDS | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | NO | NORWAY | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | NZ | NEW ZEALAND | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | PT | PORTUGAL | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | SE | SWEDEN | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | SG | SINGAPORE | |||
COLUMBIA SUSTAINABLE GLOBAL EQUITY INCOME ETF | 745455 | US | UNITED STATES |
- 7 -
SCHEDULE I
Specified Countries (contd)
COLUMBIA ETF TRUST II |
Account # | Country |
Country Name |
|||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | EU | EUROMARKETS - EUROCLEAR | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | AR | ARGENTINA | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | BR | BRAZIL | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | CL | CHILE | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | CO | COLOMBIA | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | EG | EGYPT | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | DE | GERMANY | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | GR | GREECE | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | HK | HONG KONG | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | HU | HUNGARY | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | IN | INDIA | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | ID | INDONESIA | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | KW | KUWAIT | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | MY | MALAYSIA | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | MA | MOROCCO | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | MX | MEXICO | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | PE | PERU | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | PH | PHILIPPINES | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | PL | POLAND | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | QA | QATAR | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | SG | SINGAPORE | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | SI | SLOVENIA | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | ZA | SOUTH AFRICA | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | TH | THAILAND | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | TR | TURKEY | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | AE | UNITED ARAB EMIRATES | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | GB | UNITED KINGDOM | |||
COLUMBIA EMERGING MARKETS CONSUMER ETF | 280454 | US | UNITED STATES | |||
COLUMBIA BEYOND BRICS ETF | 299538 | EU | EUROMARKETS - CLEARSTREAM | |||
COLUMBIA BEYOND BRICS ETF | 299538 | EU | EUROMARKETS - EUROCLEAR | |||
COLUMBIA BEYOND BRICS ETF | 299538 | AE | UNITED ARAB EMIRATES | |||
COLUMBIA BEYOND BRICS ETF | 299538 | AR | ARGENTINA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | BD | BANGLADESH | |||
COLUMBIA BEYOND BRICS ETF | 299538 | BH | BAHRAIN | |||
COLUMBIA BEYOND BRICS ETF | 299538 | BR | BRAZIL | |||
COLUMBIA BEYOND BRICS ETF | 299538 | CL | CHILE | |||
COLUMBIA BEYOND BRICS ETF | 299538 | CO | COLOMBIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | CZ | CZECH REPUBLIC | |||
COLUMBIA BEYOND BRICS ETF | 299538 | DE | GERMANY | |||
COLUMBIA BEYOND BRICS ETF | 299538 | EE | ESTONIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | EG | EGYPT | |||
COLUMBIA BEYOND BRICS ETF | 299538 | GB | UNITED KINGDOM | |||
COLUMBIA BEYOND BRICS ETF | 299538 | HK | HONG KONG | |||
COLUMBIA BEYOND BRICS ETF | 299538 | HR | CROATIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | HU | HUNGARY | |||
COLUMBIA BEYOND BRICS ETF | 299538 | ID | INDONESIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | KW | KUWAIT | |||
COLUMBIA BEYOND BRICS ETF | 299538 | KE | KENYA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | LK | SRI LANKA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | MA | MOROCCO | |||
COLUMBIA BEYOND BRICS ETF | 299538 | MX | MEXICO | |||
COLUMBIA BEYOND BRICS ETF | 299538 | MY | MALAYSIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | NG | NIGERIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | OM | OMAN | |||
COLUMBIA BEYOND BRICS ETF | 299538 | PE | PERU | |||
COLUMBIA BEYOND BRICS ETF | 299538 | PH | PHILIPPINES | |||
COLUMBIA BEYOND BRICS ETF | 299538 | PK | PAKISTAN | |||
COLUMBIA BEYOND BRICS ETF | 299538 | PL | POLAND | |||
COLUMBIA BEYOND BRICS ETF | 299538 | QA | QATAR | |||
COLUMBIA BEYOND BRICS ETF | 299538 | RO | ROMANIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | SI | SLOVENIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | SK | SLOVAKIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | TH | THAILAND | |||
COLUMBIA BEYOND BRICS ETF | 299538 | TN | TUNISIA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | TR | TURKEY | |||
COLUMBIA BEYOND BRICS ETF | 299538 | US | UNITED STATES | |||
COLUMBIA BEYOND BRICS ETF | 299538 | ZA | SOUTH AFRICA | |||
COLUMBIA BEYOND BRICS ETF | 299538 | VN | VIETNAM | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | EU | EUROMARKETS - EUROCLEAR |
- 8 -
SCHEDULE I
Specified Countries (contd)
COLUMBIA ETF TRUST II |
Account # | Country |
Country Name |
|||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | AE | UNITED ARAB EMIRATES | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | AR | ARGENTINA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | BD | BANGLADESH | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | BR | BRAZIL | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | CL | CHILE | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | CO | COLOMBIA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | CZ | CZECH REPUBLIC | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | EG | EGYPT | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | GB | UNITED KINGDOM | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | HK | HONG KONG | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | HU | HUNGARY | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | ID | INDONESIA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | IN | INDIA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | KE | KENYA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | KR | REPUBLIC OF KOREA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | KW | KUWAIT | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | MA | MOROCCO | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | MX | MEXICO | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | MY | MALAYSIA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | NG | NIGERIA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | OM | OMAN | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | PE | PERU | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | PH | PHILIPPINES | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | PK | PAKISTAN | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | PL | POLAND | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | QA | QATAR | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | SG | SINGAPORE | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | SI | SLOVENIA | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | TH | THAILAND | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | TR | TURKEY | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | TW | TAIWAN | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | US | UNITED STATES | |||
COLUMBIA EM QUALITY DIVIDEND ETF | 455089 | ZA | SOUTH AFRICA | |||
COLUMBIA INDIA INFRASTRUCTURE ETF | 522293 | EU | EUROMARKETS - EUROCLEAR | |||
COLUMBIA INDIA INFRASTRUCTURE ETF | 522293 | IN | INDIA | |||
COLUMBIA INDIA INFRASTRUCTURE ETF | 522293 | GB | UNITED KINGDOM | |||
COLUMBIA INDIA INFRASTRUCTURE ETF | 522293 | US | UNITED STATES | |||
COLUMBIA INDIA CONSUMER ETF | 522768 | EU | EUROMARKETS - EUROCLEAR | |||
COLUMBIA INDIA CONSUMER ETF | 522768 | IN | INDIA | |||
COLUMBIA INDIA CONSUMER ETF | 522768 | GB | UNITED KINGDOM | |||
COLUMBIA INDIA CONSUMER ETF | 522768 | US | UNITED STATES | |||
COLUMBIA INDIA SMALL CAP ETF | 522857 | EU | EUROMARKETS - EUROCLEAR | |||
COLUMBIA INDIA SMALL CAP ETF | 522857 | IN | INDIA | |||
COLUMBIA INDIA SMALL CAP ETF | 522857 | GB | UNITED KINGDOM | |||
COLUMBIA INDIA SMALL CAP ETF | 522857 | US | UNITED STATES | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | EU | EUROMARKETS - EUROCLEAR | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | BR | BRAZIL | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | CL | CHILE | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | CO | COLOMBIA | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | CZ | CZECH REPUBLIC | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | DE | GERMANY | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | HU | HUNGARY | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | ID | INDONESIA | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | KR | REPUBLIC OF KOREA | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | KW | KUWAIT | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | MX | MEXICO | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | MY | MALAYSIA | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | PE | PERU | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | PH | PHILIPPINES | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | PK | PAKISTAN | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | PL | POLAND | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | TH | THAILAND | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | TR | TURKEY | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | TW | TAIWAN | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | US | UNITED STATES | |||
COLUMBIA EM CORE EX-CHINA ETF | 838018 | ZA | SOUTH AFRICA |
- 9 -
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
THIS AGREEMENT is made as of January 18, 2019 by and between each Trust listed on the signature page hereto (each a Fund, and collectively the Funds as applicable), on behalf of itself and each of its Series (as defined herein), as applicable, severally and not jointly, and The Bank of New York Mellon, a New York corporation authorized to do a banking business (BNY Mellon).
W I T N E S S E T H :
WHEREAS, each Fund desires to retain BNY Mellon to provide for the portfolios identified on Exhibit A hereto (each, a Series) the services described herein, and BNY Mellon is willing to provide such services, all as more fully set forth below;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:
1. Definitions .
Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:
1933 Act means the Securities Act of 1933, as amended.
1934 Act means the Securities Exchange Act of 1934, as amended.
1940 Act means the Investment Company Act of 1940, as amended.
Authorized Person shall mean each person, whether or not an officer or an employee of a Fund, duly authorized by the Board to execute this Agreement and to give Instructions on behalf of such Fund as set forth in Exhibit B hereto and each Authorized Persons scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto. From time to time each Fund may deliver a new Exhibit B to add or delete any person and BNY Mellon shall be entitled to rely on the last Exhibit B actually received by BNY Mellon.
BNY Mellon Affiliate shall mean any office, branch, or subsidiary of The Bank of New York Mellon Corporation.
Board shall mean a Funds board of directors, board of trustees, general partner or manager, as applicable.
Confidential Information shall have the meaning given in Section 21 of this Agreement.
Documents shall mean such other documents, including but not limited to, Board resolutions, including resolutions of the Funds Board authorizing the execution, delivery and performance of this Agreement by the Fund, and opinions of outside counsel, as BNY Mellon may reasonably request from time to time, in connection with its provision of services under this Agreement.
Instructions shall mean Oral Instructions or written communications actually received by BNY Mellon by S.W.I.F.T., tested telex, letter, facsimile transmission, or other method or system specified by BNY Mellon as available for use in connection with the services hereunder, from an Authorized Person or person believed in good faith to be an Authorized Person.
Investment Advisor shall mean the entity identified by the Funds to BNY Mellon as the entity having investment responsibility with respect to the Funds.
Net Asset Value shall mean the per share value of a Fund, calculated in the manner described in the Funds Offering Materials.
Offering Materials shall mean the Funds currently effective prospectus and most recently filed registration statement with the SEC relating to shares of the Fund.
Organizational Documents shall mean certified copies of a Funds articles of incorporation, certificate of incorporation, certificate of formation or organization, certificate of limited partnership, bylaws, limited partnership agreement, memorandum of association, limited liability company agreement, operating agreement, confidential offering memorandum, material contracts, Offering Materials, all SEC exemptive orders issued to a Fund, required filings or similar documents of formation or organization, as applicable, delivered to and received by BNY Mellon.
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Oral Instructions shall mean oral instructions received by BNY Mellon under permissible circumstances specified by BNY Mellon, in its sole discretion, as being from an Authorized Person or person believed in good faith by BNY Mellon to be an Authorized Person.
SEC means the United States Securities and Exchange Commission.
Securities Laws means the 1933 Act, the 1934 Act and the 1940 Act.
Shares means the shares of beneficial interest of any series or class of the Fund.
2. Appointment .
Each Fund hereby appoints BNY Mellon as its agent for the term of this Agreement to perform the services described herein. BNY Mellon hereby accepts such appointment and agrees to perform the duties hereinafter set forth.
3. Representations and Warranties .
Each Fund hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(b) This Agreement has been duly authorized, executed and delivered by such Fund in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of such Fund, enforceable in accordance with its terms;
(c) The Funds Investment Advisor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.
(d) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement;
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(e) The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. If the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Fund would violate any applicable laws or regulations, based on the actual knowledge of the Fund, the Fund shall promptly so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value securities and/or compute Net Asset Value or other computations in a manner the Fund specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing;
(f) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor to or sponsor of a Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of a Fund relating to this Agreement have been fully disclosed to the Board of each Fund and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits;
(g) Each person named on Exhibit B hereto is duly authorized by such Fund to be an Authorized Person hereunder;
(h) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants.
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(i) Without limiting the provisions of Section 21 herein, the Fund shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it is required by applicable law, regulation or court order to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Funds obligations of confidentiality hereunder; and
(j) The Funds shall promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or commenced against any Fund, the Investment Advisor or the Board.
4. Representations and Warranties of BNY Mellon .
BNY Mellon hereby represents and warrants to the Funds, which representations and warranties shall be deemed to be continuing, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder.
(b) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; and
(c) It has adopted and implements policies and procedures reasonably designed to prevent violation of applicable laws and regulations.
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(d) There is no statute, regulation, rule, order or judgment binding on it and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement.
(e) This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, creditors rights or equitable principles.
5. Delivery of Documents .
Each Fund shall promptly provide, deliver, or cause to be delivered from time to time, to BNY Mellon the Funds Organizational Documents, a copy of any and all SEC exemptive orders issued to or relied upon the Fund, and Documents and other materials used in the distribution of Shares and all amendments thereto as may be necessary for BNY Mellon to perform its duties hereunder. BNY Mellon shall not be deemed to have notice of any information (other than information supplied by BNY Mellon) contained in such Organizational Documents, Documents or other materials until they are provided to BNY Mellon in accordance with the terms of this Agreement.
6. Duties and Obligations of BNY Mellon .
(a) Subject to the direction and control of each Funds Board and the provisions of this Agreement, BNY Mellon shall provide to each Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto.
(b) In performing hereunder, BNY Mellon shall provide, at its expense, office space, facilities, equipment and personnel.
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(c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Funds financial records or other services normally performed by the Funds respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. The scope of services provided by BNY Mellon under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Fund, unless the parties hereto expressly agree in writing to any such increase in the scope of services.
(d) Each Fund shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any), transfer agent, and any other service provider to cooperate with BNY Mellon and to provide BNY Mellon, upon request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons. BNY Mellon shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as provided herein and shall be held harmless by each Fund when acting in reliance upon such information, documents or advice relating to such Fund. All fees or costs charged by such persons shall be borne by the appropriate Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment, exercised in accordance with legal and regulatory requirements applicable to the services provided hereunder, deems reliable, BNY Mellon shall not have any responsibility or liability for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information.
(e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to same or all of the services provided hereunder.
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(f) Each Fund shall furnish BNY Mellon with any and all instructions, explanations, information, specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses, and the value of any securities lending related collateral investment account(s). BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. Each Fund shall also furnish BNY Mellon with bid, offer, or market values of securities if BNY Mellon notifies such Fund that same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Fund also may furnish BNY Mellon with bid, offer, or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely made by the Fund.
(g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellons performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted.
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(h) BNY Mellon may consult with counsel to the appropriate Fund or its own counsel and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(i) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto. Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. BNY Mellons sole responsibility in this regard is to process such securities, as identified by the Fund or its Authorized Persons, in accordance with U.S. tax laws and regulations.
(j) BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I attached hereto, and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement.
(k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the
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amounts and times of accrual of Funds or Series liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and amounts receivable or amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellons computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (k) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.
(l) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund.
(m) BNY Mellon shall have, and will maintain, commercially reasonable business continuity and disaster recovery policies, procedures and facilities, in accordance with legal and regulatory requirements applicable to the services provided hereunder and consistent with applicable industry standards, including such backup, contingency and disaster recovery procedures as are required by its regulators. Upon the occurrence of any failure, BNY Mellon shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances. BNY Mellon shall provide prompt notice to the Fund of any material failure impacting the Fund.
(n) BNY Mellon, in accordance with legal and regulatory requirements applicable to the services provided hereunder and provided Custodian has otherwise acted without bad faith, negligence, willful misconduct or reckless disregard of its duties, in the performance of its duties and obligations hereunder, shall not be responsible for damages (including without limitation
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damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications, computer (hardware or software) services, or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Upon the occurrence of any such delay or failure, BNY shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances. BNY Mellon shall provide prompt notice to the Fund of any material failure impacting the Fund.
(o) Nor shall BNY Mellon be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement.
7. Allocation of Expenses .
Except as otherwise provided herein, all costs and expenses arising or incurred in connection with the performance of this Agreement shall be paid by the appropriate Fund, including but not limited to, organizational costs and costs of maintaining corporate existence, taxes, interest, brokerage fees and commissions, insurance premiums, compensation and expenses of such Funds trustees, directors, officers or employees, legal, accounting and audit expenses, management, advisory, sub-advisory, administration and shareholder servicing fees, charges of custodians, transfer and dividend disbursing agents, expenses (including clerical expenses) incident to the issuance, redemption or repurchase of Fund shares or membership interests, as applicable, fees and expenses incident to the registration or qualification under the Securities Laws, state or other applicable securities laws of the Fund or its shares or membership interests, as applicable, costs (including printing and mailing costs) of preparing and distributing Offering Materials, reports, notices and proxy material to such Funds shareholders or members, as
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applicable, all expenses incidental to holding meetings of such Funds trustees, directors and shareholders, and extraordinary expenses as may arise, including litigation affecting such Fund and legal obligations relating thereto for which the Fund may have to indemnify its trustees, directors, officers, managers, and/or members, as may be applicable.
8. Portfolio Compliance Services .
(a) If Schedule I contains a requirement for BNY Mellon to provide the Fund with portfolio compliance services, such services shall be provided pursuant to the terms of this Section 8 (the Portfolio Compliance Services). The precise compliance review and testing services to be provided shall be as directed by each Fund and as mutually agreed between BNY Mellon and such Fund, and the results of BNY Mellons Portfolio Compliance Services shall be detailed in a portfolio compliance summary report (the Compliance Summary Report) prepared on a periodic basis as mutually agreed upon. Each Compliance Summary Report shall be subject to review and approval by the Fund. BNY Mellon shall have no responsibility or obligation to provide Portfolio Compliance Services other that those services specifically listed in Schedule I.
(b) The Fund will examine each Compliance Summary Report delivered to it by BNY Mellon and notify BNY Mellon of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify BNY Mellon promptly in writing if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies BNY Mellon of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed final and shall not be reissued. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify BNY Mellon of such condition within one (1) business day after discovery thereof.
(c) While BNY Mellon will endeavor to identify out-of-compliance conditions, BNY Mellon does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Portfolio Compliance Services, the Funds sole and exclusive remedy and BNY Mellons sole liability shall be limited to re-performance by BNY Mellon of the Portfolio Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.
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9. Rule 38a-1 and Regulatory Administration Services .
(a) If Schedule I contains a requirement for BNY Mellon to provide the Fund with compliance support services related to Rule 38a-1 promulgated under the 1940 Act and/or Regulatory Administration services, such services shall be provided pursuant to the terms of this Section 9 (such services, collectively hereinafter referred to as the Regulatory Support Services).
(b) Notwithstanding anything in this Agreement to the contrary, the Regulatory Support Services provided by BNY Mellon under this Agreement are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Fund or any other person.
(c) All work product produced by BNY Mellon in connection with its provision of Regulatory Support Services under this Agreement is subject to review and approval by the Fund and by the Funds legal counsel. The Regulatory Support Services performed by BNY Mellon under this Agreement will be at the request and direction of the Fund and/or its chief compliance officer (the Funds CCO), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Funds CCO and the adequacy and effectiveness of the Funds compliance program.
10. Standard of Care; Indemnification .
(a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys and accountants fees) incurred by or asserted against a Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellons own bad faith, negligence or willful misconduct or reckless disregard of its duties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the
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form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY Mellons control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct or reckless disregard of its duties hereunder by of BNY Mellon.
(b) Each Fund shall indemnify and hold harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by a Fund), and reasonable attorneys and accountants fees relating thereto, which are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without bad faith, negligence, reckless disregard of its duties hereunder or willful misconduct, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Funds Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of legal counsel for such Fund or BNY Mellon, or arising out of transactions or other activities of such Fund which occurred prior to the commencement of this Agreement; provided , that no Fund shall indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 10(a). This indemnity shall be a continuing obligation of each Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, each Fund shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:
I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of a Fund;
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II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Fund or otherwise without negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder;
III. Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for a Fund or its own counsel;
IV. Any improper use by a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement;
V. The method of valuation of the Funds portfolio securities and the method of computing each Series net asset value, provided that such valuation or computation method conforms to the valuation policy of the Fund as provided to BNY Mellon via Instructions; or
VI. Any valuations of securities, other assets, or the net asset value provided by a Fund.
(c) Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be from an Authorized Person, or upon the opinion of legal counsel for a Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith.
11. Compensation .
For the services provided hereunder, each Fund agrees to pay BNY Mellon such compensation as is mutually agreed to in writing by each Fund and BNY Mellon from time to time and such out-of-pocket expenses ( e.g. , telecommunication charges, postage and delivery charges, record retention costs, reproduction charges and transportation and lodging costs) as are incurred by BNY Mellon in performing its duties hereunder. Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid monthly. BNY Mellon shall deliver to each Fund invoices for services rendered hereunder, and each Fund shall have a reasonable time period to review and approve the payment of such invoices, but upon failure to do so in such reasonable period of time each Fund authorizes BNY Mellon to debit such Funds custody account for all
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amounts due and payable and not disputed in good faith hereunder. Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNY Mellon, each Funds net asset value shall be computed at the times and in the manner specified in the Funds Offering Materials.
12. Records; Visits .
(a) The books and records pertaining to each Fund and such Funds Series which are in the possession or under the control of BNY Mellon shall be the property of the Fund. The Fund and Authorized Persons shall have access to such books and records at all times during BNY Mellons normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by BNY Mellon to the Fund or to an Authorized Person at the Funds expense.
(b) BNY Mellon shall keep all books and records with respect to each Series books of account, records of each Series securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder.
13. Term of Agreement .
(a) This Agreement shall be effective on the date first written above and, unless terminated pursuant to its terms, shall continue until 11:59 PM on the date which is the first anniversary of such date (the Initial Term), at which time this Agreement shall terminate, unless renewed in accordance with the terms hereof.
(b) This Agreement shall automatically renew for successive terms of one (1) year each (each, a Renewal Term), unless the Fund or BNY Mellon gives written notice to the other party of its intent not to renew and such notice is received by the other party not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term (a Non-Renewal Notice). In the event a party provides a Non-Renewal Notice, this Agreement shall terminate at 11:59 PM on the last day of the Initial Term or Renewal Term, as applicable.
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(c) If a party materially breaches this Agreement (a Defaulting Party) the other party (the Non-Defaulting Party) may give written notice thereof to the Defaulting Party (Breach Notice), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party (Breach Termination Notice), in which case this Agreement shall terminate as of 11:59 PM on the 30th day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice (but not later than the last day of the Initial Term or the then current Renewal Term, as appropriate). In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.
(d) Notwithstanding any other provision of this Agreement, either party hereto may terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against a party any such case or proceeding; (ii) a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for the party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iii) a party makes a general assignment for the benefit of creditors; or (iv) a party admits in any recorded medium, written, electronic or otherwise, its inability to pay its debts as they come due. BNY Mellon may exercise its termination right under this Section 12(d) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right. Any exercise by BNY Mellon of its termination right under this Section 12(d) shall be without any prejudice to any other remedies or rights available to BNY Mellon and shall not be subject to any fee or penalty, whether monetary or equitable. Notwithstanding the provisions of Section 19, notice of termination under this Section 11(d) shall be considered given and effective when given, not when received.
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14. Amendment .
This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and the Fund to be bound thereby, and authorized or approved by such Funds Board.
15. Assignment; Subcontracting .
(a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by any Fund without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Fund.
(b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the Funds sixty (60) days prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the Fund and (B) limit BNY Mellons liability such that BNY Mellon shall only be liable for failure to reasonably select such unaffiliated third party, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund, including but not limited to, Typesetting, Money Market Fund, or eBoard Book services (Vendor Eligible Services) as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial
- 18 -
printer, or electronic services provider (Vendor) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor to the Funds and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.
(c) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Fund will pay to BNY Mellon such fees as may be agreed to in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendors fees. For the avoidance of doubt, BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it by the Vendor, and BNY Mellon will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the Vendor as compensation for the additional services provided by BNY Mellon in the course of making the Vendor Eligible Services available to the Fund.
16. Governing Law; Consent to Jurisdiction .
This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Fund hereby consents to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder, and waives to the fullest extent permitted by law its right to a trial by jury. To the extent that in any jurisdiction any Fund may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, such Fund irrevocably agrees not to claim, and it hereby waives, such immunity.
17. Severability .
In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
- 19 -
18. No Waiver .
Each and every right granted to BNY Mellon hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of BNY Mellon to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by BNY Mellon of any right preclude any other or future exercise thereof or the exercise of any other right.
19. Notices .
All notices, requests, consents and other communications pursuant to this Agreement in writing shall be sent as follows:
if to a Fund, at
Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, Massachusetts 02110
Attention: Mike Clarke
if to BNY Mellon, at
BNY Mellon
2 Hanson Place
Brooklyn, NY 11217
Attention: ETF Operations
with a copy to:
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: Legal Dept. Asset Servicing
or at such other place as may from time to time be designated in writing. Notices hereunder shall be effective upon receipt.
- 20 -
20. Counterparts .
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts together shall constitute only one instrument.
21. Several Obligations .
The parties acknowledge that the obligations of the Funds (and their respective Series) hereunder are several and not joint, that no Fund or Series shall be liable for any amount owing by another Fund or another Series and that the Funds have executed one instrument for convenience only.
22. Confidentiality .
(a) Each party shall keep confidential any information relating to the other partys business (Confidential Information). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Fund or BNY Mellon and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a Fund or BNY Mellon a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality
- 21 -
obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving partys knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law; (f) is relevant to the defense of any claim or cause of action asserted against the receiving party; (g) is Fund information provided by BNY Mellon in connection with an independent third party compliance or other review; (h); is released for Fund business purposes in connection with the provision of services to or for the Fund under this Agreement; or (i) has been or is independently developed or obtained by the receiving party. The provisions of this Section 22 shall survive termination of this Agreement for a period of three (3) years after such termination.
(b) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the BNY Mellon Group). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the Centralized Functions) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (Customer-Related Data) to the BNY Mellon Group and to its third-party service providers who are subject to substantially similar confidentiality obligations provided in this Section 22 with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Funds employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Fund confirms that it is authorized to consent to the foregoing.
- 22 -
(c) BNY Mellon has established and maintains policies and measures reasonably designed to protect the confidentiality of Confidential Information, and will subject information hereunder to such policies and measures.
22. Non-Solicitation.
During the term of this Agreement and for one (1) year thereafter, the Fund shall not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY Mellons employees, and the Fund shall cause the Funds sponsor and any affiliates of the Fund to not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY Mellons employees. To knowingly solicit, recruit or hire within the meaning of this provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of a BNY Mellon employee by the Fund, the Funds sponsor or an affiliate of the Fund if the BNY Mellon employee was identified by such entity solely as a result of the BNY Mellon employees response to a general advertisement by such entity in a publication of trade or industry interest or other similar general solicitation by such entity.
23. Standard of Performance of BNY Mellon
Notwithstanding anything herein to the contrary, BNY Mellon shall perform all of its duties and obligations hereunder, in accordance with legal and regulatory requirements applicable to the provision of services hereunder.
[ Signature page follows .]
- 23 -
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the latest date set forth below.
COLUMBIA ETF TRUST I | ||
By: |
/s/ Michael Clarke |
|
on behalf of each Fund identified on Exhibit A attached hereto |
Name: Michael Clarke | ||
Title: Senior Vice President | ||
Date: January 18, 2019 | ||
COLUMBIA ETF TRUST II | ||
By: |
Michael Clarke |
|
on behalf of each Fund identified on Exhibit A attached hereto | ||
Name: Michael Clarke | ||
Title: Senior Vice President | ||
Date: January 18, 2019 | ||
THE BANK OF NEW YORK MELLON | ||
By: |
/s/ Elizabeth Stubenrauch |
|
Name: Elizabeth Stubenrauch | ||
Title: Relationship Executive | ||
Date: January 18, 2019 |
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EXHIBIT A
Columbia ETF Trust I
Columbia EM Core ex-China ETF: XCEM
Columbia EM Quality Dividend ETF: HILO
Columbia Emerging Markets Consumer ETF: ECON
Columbia India Consumer ETF: INCO
Columbia India Infrastructure ETF: INXX
Columbia India Small Cap ETF: SCIN
Columbia ETF Trust II
Columbia Beyond BRICs ETF: BBRC
Columbia EM Core ex-China ETF: XCEM
Columbia EM Quality Dividend ETF: HILO
Columbia Emerging Markets Consumer ETF: ECON
Columbia India Consumer ETF: INCO
Columbia India Infrastructure ETF: INXX
Columbia India Small Cap ETF: SCIN
EXHIBIT B
I, Michael Clarke, of Columbia ETF Trust, Columbia ETF Trust I and Columbia ETF Trust II, Massachusetts Trusts (the Funds), do hereby certify that:
The following individuals serve in the following positions with the Funds, and each has been duly elected or appointed by the Board of the Funds to each such position and qualified therefor in conformity with the Funds Organizational Documents, and the signatures set forth opposite their respective names are their true and correct signatures. Each such person is designated as an Authorized Person under the Fund Administration and Accounting Agreement dated as of 10 January, 2019, between the Funds and The Bank of New York Mellon.
Name | Position | Signature |
See the following page for instructions
Date: January 10, 2019
Submit to: Christina Mackay
BNY MellonUIT
1 11 Sanders Creek Parkway
East Syracuse, NY 13057
RE: Authorized Individuals for payment wire instructions
The BNY Mellon has a call back procedure as referenced in BNY Mellons Authentication Policy. In order to comply with our corporate policy, we are requesting that you forward a list of those individuals who are authorized to provide authentication for these types of transactions along with their telephone numbers.
Please supply us with a sufficient number of authorized individuals to ensure adequate coverage taking into consideration those times when employees are out ill, on vacation, etc. This list should be signed by an authorized individual of your firm and will supersede all previous lists on file. In the future, you should notify BNY Mellon in the event of any personnel changes that may amend this document.
A. Wire Instructions: Instruct BNY Mellon, to release funds and specify the location(s) those funds arc to be sent, the amount(s), and date(s).
Data Redacted
Columbia Threadneedle Investments (Columbia Threadneedle) Is the global brand name of the Columbia and Threadneedle group of companies. Advisory services provided by Columbia Management Investment Advisers. LLC.
©2015 Columbia Management Investment Advisers, LLC All rights reserved.
Listed below are the names and phone numbers of those individuals who are authorized to provide authentication for wire instructions (call backs) on behalf of the firm for purposes of verifying the instructions being given to the bank.
Data redacted
SCHEDULE I
Schedule of Services
All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as BNY Mellon.
VALUATION AND COMPUTATION ACCOUNTING SERVICES
BNY Mellon shall provide the following valuation and computation accounting services for each Fund:
|
Journalize investment, capital share and income and expense activities; |
|
Maintain individual ledgers for investment securities; |
|
Maintain historical tax lots for each security; |
|
Reconcile cash and investment balances of each Fund with the Funds custodian and provide a Funds investment adviser, as applicable, with the beginning cash balance available for investment purposes upon request; |
|
Calculate various contractual expenses; |
|
Calculate capital gains and losses; |
|
Calculate daily distribution rate per share; |
|
Determine net income; |
|
Obtain security market quotes and currency exchange rates from pricing services approved by a Funds investment adviser, or if such quotes are unavailable, then obtain such prices from the Funds investment adviser, and in either case, calculate the market value of each Funds investments in accordance with the Funds valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Funds investments itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; |
|
Compute net asset value; |
|
Such net asset value reports and statements shall be provided to the Fund and to Authorized Participants on days when the exchange listing the Fund is operating, in each case by such means as BNY Mellon and the Fund may agree upon from time to time. |
|
Transmit or make available a copy of the daily portfolio valuation to a Funds investment adviser; |
|
Publish basket to NSCC on each day on which trading occurs on the NYSE; |
|
Compute yields and portfolio average dollar-weighted maturity as applicable; and |
|
Compute portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports. |
FINANCIAL REPORTING
BNY Mellon shall provide the following financial reporting services for each Fund:
|
Financial Statement Preparation & Review |
|
Prepare the Funds annual and semi-annual shareholder reports 1 for shareholder delivery and for inclusion in Form N-CSR; |
|
Prepare the Funds quarterly schedule of portfolio holdings 1 for inclusion in Form N-Q; |
|
Prepare, circulate and maintain the Funds financial reporting production calendar; |
|
Prepare and file (or coordinate the filing of) a Funds Form 24f-2. |
|
Monthly delivery of a raw data files for SEC reporting purposes (Form N-PORT and N-CEN data requirements). |
|
Typesetting Services 2 |
|
Create financial compositions for the applicable financial report and related EDGAR files; |
|
Maintain country codes, industry class codes, security class codes and state codes; |
|
Map individual general ledger accounts into master accounts to be displayed in the applicable financial reports; |
|
Create components that will specify the proper grouping and sorting for display of portfolio information; |
|
Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter); |
|
Process, convert and load security and general ledger data; |
|
Include data in financial reports provided from external parties to BNY Mellon which, includes, but is not limited to: shareholder letters, Management Discussion and Analysis commentary, notes on performance, notes to financials, report of independent auditors, Fund management listing, service providers listing and Fund spectrums; |
|
Document publishing, including the output of print-ready PDF files and EDGAR html files (such EDGAR html files will be limited to one per the applicable financial report and unless mutually agreed to in writing between BNY Mellon and a Fund, BNY Mellon will use the same layout for production data for every successive reporting period); |
|
Generate financial reports using the Vendors capabilities which include the following: |
|
front/back cover; |
|
table of contents; |
|
shareholder letter; |
|
Management Discussion and Analysis commentary; |
|
sector weighting graphs/tables; |
|
disclosure of Fund expenses; |
|
schedules of investments; |
|
statement of net assets; |
|
statements of assets and liabilities; |
|
statements of operation; |
|
statements of changes; |
|
statements of cash flows; |
1 |
Requires Typesetting Services as described herein. |
|
financial highlights; |
|
notes to financial statements; |
|
report of independent registered public accounting firm; |
|
tax information; and |
|
additional Fund information as mutually agreed in writing between BNY Mellon and a Fund. |
|
Unless mutually agreed in writing between BNY Mellon and a Fund, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to change format or layout of reports from time to time. |
TAX SERVICES
BNY Mellon shall provide the following tax services for each Fund:
|
Tax Provision Preparation |
|
Prepare fiscal year-end tax provision analysis; |
|
Process tax adjustments on securities identified by a Fund that require such treatment; |
|
Prepare ROCSOP adjusting entries; and |
|
Prepare financial statement footnote disclosures. |
|
BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles; this responsibility resides with the Fund or Funds management. BNY Mellon is responsible for processing such identified securities, in accordance with U.S. tax laws and regulations. |
|
Excise Tax Distributions Calculations |
|
Prepare calendar year tax distribution analysis; |
|
Process tax adjustments on securities identified by a Fund that require such treatment; and |
|
Prepare annual tax-based distribution estimate for each Fund. |
|
BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles; this responsibility resides with the Fund or Funds management. BNY Mellon is responsible for processing such identified securities, in accordance with U.S. tax laws and regulations. |
|
Other Tax Services |
|
Prepare for execution and filing, the federal and state income and excise tax returns; |
|
Prepare year-end Investment Company Institute broker/dealer reporting and prepare fund distribution calculations disseminated to broker/dealers; and |
|
Coordinate U.S.C. Title 26 Internal Revenue Code (IRC) §855 and excise tax distribution requirements. |
|
Uncertain Tax Provisions |
|
Documentation of all material tax positions taken by a Fund with respect to specified fiscal years and identified to BNY Mellon (Tax Positions); |
|
Review of a Funds: (i) tax provision work papers, (ii) excise tax distribution work papers, (iii) income and excise tax returns, (iv) tax policies and procedures, and (v) Subchapter M compliance work papers; |
|
Determine as to whether or not Tax Positions have been consistently applied, and documentation of any inconsistencies; |
|
Review relevant statutory authorities; |
|
Review tax opinions and legal memoranda prepared by tax counsel or tax auditors to a Fund; |
|
Review standard mutual fund industry practices, to the extent such practices are known to, or may reasonably be determined by, BNY Mellon; and |
|
Delivery of a written report to the applicable Fund detailing such items. |
|
The following are expressly excluded from the Uncertain Tax Positions services: (i) assessment of risk of any challenge by the Internal Revenue Service or other taxing authority against any Tax Position (including, without limitation, whether it is more likely than not such Tax Position would be sustained); (ii) calculation of any tax benefit measurement, in whole or in part, that may be required if any more likely than not threshold has not been met; and (iii) any tax opinion or tax advice. Additionally, none of the Uncertain Tax Positions services shall be deemed to be or constitute a tax opinion or tax advice. |
(a) The Fund shall provide such information and documentation as BNY Mellon may reasonably request in connection with the Uncertain Tax Positions services. The Funds independent public accountants shall cooperate with BNY Mellon and make such information available to BNY Mellon as BNY Mellon may reasonably request.
(b) Notwithstanding anything to the contrary in this Agreement and without limiting any rights, protections or limitations of liability otherwise provided to BNY Mellon pursuant to this Agreement, (i) BNY Mellon is authorized and permitted to release such information as is necessary or desirable to be released in connection with the provision of any of the Uncertain Tax Positions services, (ii) management of the Fund is responsible for complying with all uncertain tax positions reporting obligations relating to the Fund and BNY Mellon shall have no liability to the Fund or any other entity or governmental authority with respect to any tax positions taken by the Fund, (iii) BNY Mellon shall have no liability either for any error or omission of any other service provider (including any accounting firm or tax adviser) to the Fund or for any failure to discover any such error or omission, (iv) the Fund shall be responsible for all filings, tax returns and reports on all Tax Positions and for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) and (v) in the event of any error or omission in the performance of a Uncertain Tax Positions service the Funds sole and exclusive remedy and BNY Mellons sole liability shall be limited to re-performance of the applicable Uncertain Tax Positions service and the preparation and delivery to the Fund of a corrected report (if necessary), such re-performance, preparation and delivery to be provided at no additional service charge to the Fund.
|
IRS CIRCULAR 230 DISCLOSURE: |
To ensure compliance with requirements imposed by the Internal Revenue Service, BNY Mellon informs a Fund that any U.S. tax advice contained in any communication from BNY Mellon to the Fund (including any future communications) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein.
FUND ADMINISTRATION SERVICES
BNY Mellon shall provide the following fund administration services for each Fund:
|
In accordance with Instructions received from a Fund, and subject to portfolio limitations as provided by such Fund to BNY Mellon in writing from time to time, monitor such Funds compliance, on a post-trade basis, with such portfolio limitations, provided that BNY Mellon maintains in the normal course of its business all data necessary to measure the Funds compliance; |
|
Monitor the Funds status as a regulated investment company under Subchapter M of the IRC and Subchapter L of the IRC (if required). |
|
Establish appropriate expense accruals and compute expense ratios, maintain expense files and coordinate the payment of Fund approved invoices; |
|
Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund; |
|
Calculate total return information; |
|
Coordinate a Funds annual audit; |
|
Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and |
|
If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of a Funds Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of the Agreement and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation. |
REGULATORY ADMINISTRATION SERVICES
BNY Mellon shall provide the following regulatory administration services for each Fund:
|
Maintain a regulatory calendar for each Fund listing various SEC filing and Board approval deadlines; |
|
Assemble and distribute board materials for quarterly meetings of the Board, including the drafting of agendas and resolutions for such quarterly meetings of the Board (with final selection of agenda items made by Fund counsel); |
|
Attend (in-person or telephonically) quarterly Board meetings and draft minutes thereof; |
|
Prepare and coordinate the filing of annual post-effective amendments to a Funds registration statement (not including the initial registration statement or related to the addition of one or more classes of shares or series); |
|
Prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX, as applicable (with the Fund supplying the voting records in the format required by BNY Mellon) 2 ; |
|
Assist the Fund in the handling of SEC examinations by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list; and |
|
Assist in the preparation of notices of annual or special meetings of shareholders and proxy materials relating to such meetings 2. |
|
eBoard Book Services : |
|
Permit persons or entities entering a valid password to have electronic access, via an Internet-based secure website, to current quarterly board meeting materials and such other board meeting materials as may be agreed between BNY Mellon and a Fund 2. |
|
38a-1 Compliance Support Services |
|
Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters. |
2 |
Separate fees will apply for the noted services. |
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT is made as of the 18 th day of January, 2019, by and between each Trust (hereinafter each a Trust, and collectively the Trusts as applicable) listed on Appendix A hereto (as such Appendix be amended from time to time) on behalf of itself and each of its Series (as defined herein), as applicable, severally and not jointly, and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the Bank). Series shall mean the various portfolios, if any, of the Trusts listed on Schedule II hereto, as amended from time to time, and if none are listed references to Series shall be references to the Trust.
WHEREAS, the Trust will ordinarily issue for purchase and redeem shares of the Trust (the Shares) only in aggregations of Shares known as Creation Units (currently 50,000 shares) (each a Creation Unit) principally in kind;
WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (DTC), or its nominee (Cede & Co.), will be the registered owner (the Shareholder) of all Shares; and
WHEREAS, the Trust desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trusts dividend disbursing agent.
1.2 Pursuant to such appointment, the Bank agrees that it will perform the following services:
(a) In accordance with the terms and conditions of this Agreement and Participant Agreements prepared by the Trusts distributor (Distributor), a copy of which is attached hereto as Exhibit A, the Bank shall:
(i) Perform and facilitate the performance of purchases and redemption of Creation Units;
(ii) Prepare and transmit by means of DTCs book-entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust on behalf of the applicable Trust;
(iii) Maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust and held by the Shareholder;
(iv) Record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares. The Bank shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust.
(v) Prepare and transmit to the Trust and the Trusts administrator and to any applicable securities exchange (as specified to the Bank by the Trust or its administrator) information with respect to purchases and redemptions of Shares;
(vi) On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to the Distributor and the Trusts administrator the number of outstanding Shares;
(vii) On days that the Trust may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to the Bank, the Trust and DTC the amount of Shares purchased on such day;
(viii) Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request;
(ix) Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;
(x) Extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities;
(xi) Distribute or maintain, as directed by the Trust, amounts related to purchases and redemptions of Creation Units, dividends and distributions, variation margin on derivative securities and collateral;
(xii) Maintain those books and records of the Trust specified by the Trust in Schedule A attached hereto;
(xiii) Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily basis the net number of Shares either redeemed or purchased on such Business Day and with respect to each Authorized Participant purchasing or redeeming Shares, the amount of Shares purchased or redeemed;
(xiv) Receive from the Distributor (as defined in the Participant Agreement) or from its agent purchase orders from Authorized Participants (as defined in the Participant Agreement) for Creation Unit Aggregations of Shares received in good form and accepted by or on behalf of the Trust by the Distributor, transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of the Trust and hold such Shares in the account of the Shareholder for each of the respective Trusts;
(xv) Receive from the Authorized Participants redemption requests, deliver the appropriate documentation thereof to The Bank of New York Mellon as custodian for the Trust, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Authorized Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and redeem the appropriate number of Creation Unit Aggregations of Shares held in the account of the Shareholder; and
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(xvi) Confirm the name, U.S taxpayer identification number and principle place of business of each Authorized Participant.
(xvii) The Bank may execute transactions directly with Authorized Participants to the extent necessary or appropriate to enable the Bank to carry out any of the duties set forth in items (i) through (xvi) above.
(xviii) Except as otherwise instructed by the Trust, the Bank shall process all transactions in each Series in accordance with the policies and procedures mutually agreed upon between the Trust and the Bank with respect to the proper net asset value to be applied to purchases received in good order by the Bank or from an Authorized Participant before any cut-offs established by the Trust, and such other matters set forth in items (i) through (xvi) above as these policies and procedures are intended to address.
(b) The Bank may maintain and manage, as agent for the Trust, such accounts as the Bank shall deem necessary for the performance of its duties under this Agreement, including, but not limited to, the processing of Creation Unit purchases and redemptions; and the payment of dividends and distributions. The Bank may maintain such accounts at financial institutions deemed appropriate by the Bank in accordance with applicable law.
(c) In addition to the services set forth in the above sub-section 1.2(a), the Bank shall: perform the customary services of a transfer agent and dividend disbursing agent including, but not limited to, maintaining the account of the Shareholder, maintaining the items set forth on Schedule A attached hereto, and performing such services identified in each Participant Agreement.
(d) The following shall be delivered to DTC participants as identified by DTC as the Shareholder for book-entry only securities:
(i) Annual and semi-annual reports of the Trust;
(ii) Trust proxies, proxy statements and other proxy soliciting materials;
(iii) Trust prospectus and amendments and supplements thereto, including stickers; and
(iv) Other communications as the Trust may from time to time identify as required by law or as the Trust may reasonably request
(v) The Bank shall provide additional services, if any, as may be agreed upon in writing by the Trust and the Bank.
(e) The Bank shall keep records relating to the services to be performed hereunder, in the form and manner required by applicable laws, rules, and regulations under the Investment Company Act of 1940, as amended (the 1940 Act) and to the extent required by Section 31 of the 1940 Act and the rules thereunder (the Rules), all such books and records shall be the property of the Trust, will be preserved, maintained and made available in accordance with such Rules, and will be surrendered promptly to the Trust on and in accordance with its request.
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2. Fees and Expenses
2.1 The Bank shall receive from the Trust such compensation for the Transfer Agents services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement.
2.2 In addition to the fee paid under Section 2.1 above, the Trust agrees to reimburse the Bank for reasonable out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Trust securities shall be borne by the relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, will be reimbursed by the Trust.
2.3 The Trust agrees to pay all fees and reimbursable expenses within thirty (30) business days following the receipt of the respective billing notice accompanied by supporting documentation, as appropriate. Postage for mailing of dividends, proxies, Trust reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Trust at least seven (7) days prior to the mailing date of such materials.
2.4 The Trust hereby represents and warrants to the Bank that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the Bank or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by the Bank to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Board of Trustees of the Trust and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits.
3. Representations and Warranties of the Bank
The Bank represents and warrants to the Trust that:
3.1 It is a banking company duly organized and existing and in good standing under the laws of the State of New York.
3.2 It is duly qualified to carry on its business in the State of New York.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into, and perform its obligations under, this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
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3.6 It is registered with the U.S. Securities and Exchange Commission as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended, or is exempt from registration thereunder in accordance with the terms thereof.
3.7 It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; and
3.8 It has adopted and implements policies and procedures reasonably designed to prevent violation of applicable laws and regulations.
4. Representations and Warranties of the Trust
The Trust represents and warrants to the Bank that:
4.1 It is duly organized and existing and in good standing under the laws of its place of organization.
4.2 It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.3 It is an open-end management investment company registered under the 1940 Act.
4.4 A registration statement under the Securities Act of 1933, as amended, on behalf of each of the Trusts has become effective, will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Trust being offered for sale.
5. Indemnification
5.1 The Bank shall not be responsible for, and the Trust shall indemnify and hold the Bank and its directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, charges, counsel fees, including, without limitation, those incurred by the Bank in a successful defense of any claims by the Trust, payments, expenses and liability (Losses) which may be sustained or incurred by or which may be asserted against the Bank in connection with or relating to this Agreement or the Banks actions or omissions with respect to this Agreement, or as a result of acting upon any instructions reasonably believed by the Bank to have been duly authorized by the Trust or upon reasonable reliance of information or records given or made by the Trust; except for any Losses directly caused by the Banks failure to satisfy its standard of care hereunder.
5.2 This indemnification provision shall apply to actions taken or omissions pursuant to this Agreement or a Participant Agreement.
5.3 To the extent the Trust asserts and is successful in a claim against the Bank in which it is determined by a court or an arbiter of competent jurisdiction that the Bank failed to discharge its duties in accordance with the standard of care set forth under Article 6 of this Agreement, then the Bank shall reimburse the Trust for all reasonable out-of-pocket attorneys fees incurred as a result of such claim.
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6. Standard of Care and Limitation of Liability
The Bank agrees that it shall perform its duties hereunder in accordance with legal and regulatory requirements applicable to the services provided hereunder. The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to the Trust for damages caused by its own negligence, bad faith, willful misconduct or reckless disregard of its obligations hereunder, including but not limited to adherence to the obligations in the preceding sentence in this Section 6, or that of its employees. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Banks standard or care:
(a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust including but not limited to any previous transfer agent or registrar.
(b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any instructions or requests of the Trust or instructions or requests on behalf of the Trust.
(c) The offer or sale of Shares by or for the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.
7. Concerning the Bank
7.1
(a) The Bank may employ agents or attorneys-in-fact which are not affiliates of the Bank with the prior written consent of the Trust (which consent shall not be unreasonably withheld), and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of such agents or attorneys-in-fact, provided that the Bank acts in good faith and with reasonable care in the selection and retention of such agents or attorneys-in-fact.
(b) The Bank may, without the prior consent of the Trust, enter into subcontracts, agreements and understandings with any Bank affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Bank from its obligations hereunder.
7.2 The Bank shall be entitled to conclusively rely upon any written or oral instruction actually received by the Bank and reasonably believed by the Bank to be duly authorized and delivered. The Trust agrees to forward to the Bank written instructions confirming oral instructions by the close of business of the same day that such oral instructions are given to the Bank. The Trust agrees that the fact that such confirming written instructions are not received or that contrary written instructions are received by the Bank shall in no way affect the validity or enforceability of transactions authorized by such oral instructions and effected by the Bank. If the Trust elects to transmit written instructions through an on-line communication system offered by the Bank, Trusts use thereof shall be subject to the terms and conditions attached to the Custody Agreement between the Bank and the each Trust listed on Appendix A.
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7.3 The Bank shall establish and maintain a disaster recovery plan and back-up system satisfying the requirements of its regulators (the Disaster Recovery Plan and Back-Up System). The Bank shall not be responsible or liable, where it has otherwise used reasonable care, for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruption, loss or malfunctions of transportation, computer (hardware or software) or communication services; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation, provided that the Bank has established and is maintaining the Disaster Recovery Plan and Back-Up System, or if not, that such delay or failure would have occurred even if the Bank had established and was maintaining the Disaster Recovery Plan and Back-Up System. Upon the occurrence of any such delay or failure the Bank shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances.
7.4 The Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and the Participation Agreement, and no covenant or obligation shall be implied against the Bank in connection with this Agreement, except as set forth in this Agreement and the Participation Agreement.
7.5 At any time the Bank may apply to an officer of the Trust, but is not obligated to do so, for written instructions with respect to any matter arising in connection with the Banks duties and obligations under this Agreement, and the Bank, its agents, and subcontractors shall not be liable for any action taken or omitted to be taken in good faith in accordance with such instructions. Such application by the Bank for instructions from an officer of the Trust may, at the option of the Bank, set forth in writing any action proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Bank shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Bank has received written or oral instructions in response to such application specifying the action to be taken or omitted. In connection with the foregoing, the Bank may consult with legal counsel of its own choosing, but is not obligated to do so, and advise the Trust if any instructions provided by the Trust at the request of the Bank pursuant to this Article or otherwise would, to the Banks knowledge, cause the Bank to take any action or omit to take any action contrary to any law, rule, regulation or commercially reasonable practice for similarly situated service providers. In the event a situation or circumstance arises whereby the Bank adopts a course of conduct in reliance upon written legal advice it has received (which need not be a formal opinion of counsel) and the course of conduct is not identical to the course of conduct contained in the instructions received from the Trust, the Bank may rely upon and follow the written legal advice without liability hereunder provided it otherwise acts in compliance with this Agreement and notifies the Trust of its determination.
7.6 The Bank, its agents and subcontractors may act upon any paper or document, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Bank or its agents or subcontractors by or on behalf of the Trust by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.
7.7 The Bank shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Bank in connection with the services provided by the Bank hereunder.
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Notwithstanding the foregoing, the parties hereto acknowledge that the Trust shall retain all ownership rights in Trust data maintained or prepared by the Bank in connection with the services provided by the Bank hereunder. The Bank agrees that all records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available upon reasonable request to the Trust.
7.8 Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under no duty or obligation to inquire into, and shall not be liable for:
(a) The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Trust to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Trust to request such purchase;
(c) The legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
8. Providing of Documents by the Trust and Transfers of Shares
8.1 The Trust shall promptly furnish to the Bank with a copy of its Declaration of Trust and all amendments thereto.
8.2 In the event that DTC ceases to be the Shareholder, the Bank shall re-register the Shares in the name of the successor to DTC as Shareholder upon receipt by the Bank of such documentation and assurances as it may reasonably require.
8.3 The Bank shall have no responsibility whatsoever with respect to of any beneficial interest in any of the Shares owned by the Shareholder.
8.4 The Trust shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Trusts Declaration of Trust with respect to such increase, decrease or change; and
(b) An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations ( i.e. , if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Trust with regard to the 1940 Act, and (iii) the due and proper listing of the Shares on all applicable securities exchanges.
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8.5 Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Trust shall deliver to the Bank:
(a) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Trust that no other order or consent is required; and
(b) An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations ( i.e. , if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Trust with regard to the 1940 Act, and (iii) the due and proper listing of the Shares on all applicable securities exchanges.
8.6 The Bank and the Trust agree that all books, records, confidential, non-public, or proprietary information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any person other than its auditors, accountants, regulators, employees, agents, attorneys-in-fact or counsel, except as may be, or may become required by law, by administrative or judicial order or by rule. The foregoing confidentiality obligation shall not apply to any information to the extent: (i) it is already known to the receiving party at the time it is obtained; (ii) it is or becomes publicly known or available through no wrongful act of the receiving party: (iii) it is rightfully received from a third party who, to the receiving partys knowledge, is not under a duty of confidentiality; (iv) it is released by the protected party to a third party without restriction; or (v) it has been or is independently developed or obtained by the receiving party without reference to the information provided by the protected party.
8.7 In case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will promptly employ reasonable commercial efforts to notify the Trust and secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.
9. Termination of Agreement
9.1 The term of this Agreement shall be one year commencing upon the date hereof (the Initial Term) and shall automatically renew for additional one-year terms (each a Subsequent Term) unless either party provides written notice of termination at least ninety (90) days prior to the end of the Initial Term or any Subsequent Term or, unless earlier terminated as provided below:
(a) Either party hereto may terminate this Agreement prior to the expiration of the Initial Term in the event the other party breaches any material provision of this Agreement, including, without limitation in the case of the Trust, its obligations under Section 2.1, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice.
(b) Either party
hereto may terminate this Agreement immediately by sending notice thereof to the other party upon a party: (i) commencing as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party
any such case or proceeding; (ii)
commencing as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there
is commenced against the party any such case or proceeding; (iii) making a general assignment for the benefit of creditors; or (iv) stating in any medium, written, electronic or otherwise, any public communication or in any other public
manner its inability to pay debts as they come due. Either party
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hereto may exercise its termination right under this Section 9.1(b) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.
9.2 Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust.
9.3 The terms of Article 2 (with respect to fees and expenses incurred prior to termination), Article 5 and Article 6 shall survive any termination of this Agreement.
10. Additional Series
In the event that the Trust establishes one or more additional series of Shares with respect to which it desires to have the Bank render services as transfer agent under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees in writing to provide such services, such additional issuance shall become Shares hereunder.
11. Assignment
11.1 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party; provided, however, either party may assign this Agreement to a party controlling, controlled by or under common control with it.
11.2 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
12. Severability and Beneficiaries
12.1 In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, the legality and enforceability of the remaining provisions shall not in any way be affected thereby provided the obligation to pay is conditioned upon provision of services to the Trust.
12.2 This Agreement is solely for the benefit of the Bank and the Trust, and none of any Participant (as defined in the Participation Agreement), the Distributor, any Shareholder or beneficial owner of any Shares shall be or be deemed a third party beneficiary of this Agreement.
13. Amendment
This Agreement may be amended or modified by a written agreement executed by both parties.
14. New York Law to Apply
This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The parties hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it 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. Each party hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
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15. Merger of Agreement
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
16. Notices
All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.
If to the Bank:
The Bank of New York Mellon
2 Hanson Place
Brooklyn, NY 11217
Attention: ETF Operations
with a copy to:
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: Legal Dept. Asset Servicing
If to the Trust:
Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, Massachusetts 02110
Attention:Mike Clarke
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17. Information Sharing
The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the BNY Mellon Group). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the Centralized Functions) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes the Bank to disclose information regarding the Trust (Customer-Related Data) to the BNY Mellon Group and to its third-party service providers who are subject to substantially similar confidentiality obligations with respect to such information provided in Section 8.6 hereunder, as applicable, and (ii) the Bank may store the names and business contact information of the Trusts employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Trust confirms that it is authorized to consent to the foregoing.
18. Counterparts
This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the latest date set forth below.
COLUMBIA ETF TRUST I | ||
By: | /s/ Michael Clarke | |
Name: Michael Clarke |
||
Title: Senior Vice President | ||
Date: January 18, 2019 |
COLUMBIA ETF TRUST II | ||
By: | /s/ Michael Clarke | |
Name: Michael Clarke |
||
Title: Senior Vice President | ||
Date: January 18, 2019 |
THE BANK OF NEW YORK MELLON | ||
By: | /s/ Elizabeth Stubenrauch | |
Name: Elizabeth Stubenrauch |
||
Title: Relationship Executive | ||
Date: January 18, 2019 |
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APPENDIX A
Columbia ETF Trust I
Columbia Diversified Fixed Income Allocation ETF: DIAL
Columbia Multi-Sector Municipal Income ETF: MUST
Columbia Sustainable Global Equity Income ETF: ESGW
Columbia Sustainable International Equity Income ETF: ESGN
Columbia Sustainable U.S. Equity Income ETF: ESGS
Columbia ETF Trust II
Columbia Beyond BRICs ETF: BBRC
Columbia EM Core ex-China ETF: XCEM
Columbia EM Quality Dividend ETF: HILO
Columbia Emerging Markets Consumer ETF: ECON
Columbia India Consumer ETF: INCO
Columbia India Infrastructure ETF: INXX
Columbia India Small Cap ETF: SCIN
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SCHEDULE A
Books And Records To Be Maintained By The Bank
Source Documents requesting Creations and Redemptions
Correspondence/AP Inquiries
Reconciliations, bank statements, copies of canceled checks, cash proofs
Daily/Monthly reconciliation of outstanding Shares between the Trust and DTC
Dividend Records
Year-end Statements and Tax Forms
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EXHIBIT A
Form of Authorized Participant Agreements
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AUTHORIZED PARTICIPANT AGREEMENT
FOR
COLUMBIA ETF TRUST I
This Authorized Participant Agreement (this Agreement) is entered into by and between ALPS Distributors, Inc. (the Distributor) and ________________________________ (the Authorized Participant or the AP) and is subject to acceptance by The Bank of New York Mellon (the BNYM ETF Administrator or the Transfer Agent). The Transfer Agent serves as the transfer agent for the Columbia ETF Trust I (the Trust) and is a Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (NSCC). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Trust shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, no par value (sometimes referred to as Shares), of each of the separate investment portfolios of the Trust (each such portfolio a Fund and collectively, the Funds) named on Annex I to this Agreement, as it may be amended from time to time.
As specified in the Trusts prospectus and statement of additional information (SAI) incorporated therein (collectively, the Prospectus) included as part of the Trusts registration statement, as amended, on Form N-1A (Registration Statement), the Shares of any Fund offered thereby may be purchased or redeemed only in aggregations of a specified number of Shares referred to therein and herein as a Creation Unit. All references to cash shall refer to U.S. Dollars (USD). The number of Shares constituting a Creation Unit of each Fund is set forth in the Prospectus. Creation Units of Shares may be purchased only by or through an Authorized Participant that has entered into an Authorized Participant Agreement with the Distributor. The Prospectus provides that Creation Units generally will be sold in exchange for an in-kind deposit of a designated portfolio of equity and/or fixed-income securities, as the case may be (the Deposit Securities) and/or an amount of cash computed as described in the Prospectus (the Cash Component), plus a purchase Transaction Fee as described in the Prospectus, delivered to the Trust by the Authorized Participant for its own account or acting on behalf of another party. Together, the Deposit Securities and the Cash Component constitute the Fund Deposit. References to the Prospectus are to the then-current Prospectus as it may be supplemented or amended from time to time Capitalized terms not otherwise defined herein are used herein as defined in the Prospectus.
This Agreement is intended to set forth certain premises and the procedures by which the Authorized Participant may purchase and/or redeem Creation Units of Shares (i) through the Continuous Net Settlement (CNS) clearing processes of NSCC as such processes have been enhanced to effect purchases and redemptions of Creation Units, such processes being referred to herein as the CNS Clearing Process, or (ii) outside the CNS Clearing Process (i.e., through the manual process of The Depository Trust Company (DTC) (the DTC Process). The procedures for processing an order to purchase Shares (each a Purchase Order) and an order to redeem Shares (each a Redemption Order) are described in Annex II to this Agreement. All Purchase and Redemption Orders must be made pursuant to the procedures set forth in Annex II hereto, as it may be amended by the Trust from time to time as set forth in Section 17 herein. An Authorized Participant may not cancel a Purchase Order or a Redemption Order after an order is placed by the Authorized Participant in accordance with Annex II hereto.
Nothing in this Agreement shall obligate the Authorized Participant to create or redeem one or more Creation Units of Shares or to sell, offer or promote the Shares.
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The parties hereto in consideration of the premises and of the mutual
agreements contained herein agree as follows:
1. STATUS OF AUTHORIZED PARTICIPANT AND DISTRIBUTOR.
(a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a member of NSCC and an authorized participant in the CNS System of NSCC (as defined in each Funds Prospectus, a Participating Party), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Funds Prospectus, a DTC Participant). Any change in the foregoing status of the Authorized Participant shall automatically terminate this Agreement, and the Authorized Participant shall give prompt written notice to the Distributor or the Transfer Agent of such change. The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, including Annex II hereto (Execution of Orders).
(b) The Authorized Participant and the Distributor each represent and warrant that it (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act); (ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business with respect to this Agreement; and (iii) is a member in good standing of the Financial Industry Regulatory Authority (FINRA), and the Authorized Participant agrees that it will maintain such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant and the Distributor each agrees to comply in all material respects with all applicable U.S. federal securities laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and to comply in all material respects with the Constitution, By-Laws and Conduct Rules of the FINRA, to the extent such law, rules and regulations relate to each partys obligations under this Agreement. Each of the Participant and the Distributor further represent and warrant that it will not offer or sell or promote Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold. In the case of a non-U.S. Authorized Participant, such Authorized Participant must meet the criteria set forth in 1(b)(i) through (iii) above in order to be authorized to enter into this Agreement.
(c) If the Authorized Participant is offering or selling Shares of any Fund of the Trust in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified, or a member of FINRA as set forth above, the Authorized Participant nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made; (ii) to comply with applicable disclosure requirements of the Securities Act of 1933, as amended (the 1933 Act), and the rules and regulations promulgated thereunder; and (iii) to conduct its business in accordance with the spirit of NASD Conduct Rules (or of comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently repealed, rescinded or otherwise replaced by FINRA Conduct Rules).
(d) The Authorized Participant represents, covenants and warrants that it has implemented, and agrees to maintain an anti-money laundering program(the AML Program) reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001 (the USA PATRIOT Act), each as amended from time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where the Authorized Participant conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency. The Authorized Participant further represents and warrants that its AML Program includes, at a minimum, written policies, procedures and internal controls reasonably designed to (i) prevent, detect and report money laundering, and (ii) identify and verify through appropriate due diligence each of its clients that purchases Creation Units or Shares. The Authorized Participant further represents and warrants that its AML Program includes written policies, a designated compliance officer, ongoing training for employees, procedures for detecting and reporting suspicious transactions, and an independent audit to test the implementation of the program.
(e) The Authorized Participant represents, covenants and warrants that it and/or its affiliates, or any party hired by it will not offer or distribute any Creation Units or any Shares to a client, including any government, entity or individual, where such an offer or distribution would be prohibited under the laws, rules, regulations, edicts, orders or resolutions of the United Nations, the European Union, the United
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Kingdom, the United States, or any other jurisdiction in which it is located, including but not limited to an offer or distribution of Creation Units or Shares to any government, entity or individual within Iran, Cuba, Sudan, North Korea, Syria, the Crimea region of Ukraine, or any other jurisdiction that becomes subject to a comprehensive trade embargo by the United Nations, EU, UK, or the United States, or to any person or entity listed on the Specially Designated Nationals and Blocked Persons List or the Foreign Sanctions Evaders List administered by the United States Department of the Treasury, as such programs and lists may be amended from time to time, or other blacklist administered by an agency of an applicable jurisdiction including an agency of the United States, the United Kingdom, or the United Nations.
(f) The Authorized Participant represents, covenants and warrants that it has implemented and shall maintain policies, procedures and internal controls reasonably designed to prevent and detect violations by those acting on its behalf of any applicable anti-corruption laws or regulations including self-regulatory organization regulations; giving money or anything of value to obtain or retain business or favorable treatment; and making any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any person, including but not limited to domestic or foreign government officials or employees, customers and commercial counterparties.
(g) The Authorized Participant represents, covenants and warrants that neither it nor anyone acting on its behalf will, in connection with this agreement, make or authorize, directly or indirectly: (i) any improper payment or promise to pay, or (ii) any gift or promise to give any money or anything of value to any governmental official, customer, or commercial counterparty for the purpose of improperly influencing any official act or decision of such official, customer, or commercial counterparty or inducing him or her to use his or her influence improperly.
(h) The Authorized Participant represents and warrants that it has not received notice of, and is not otherwise aware of, any claim, action, suit, proceedings, or investigation involving it with respect to laws or regulations regarding anti-money laundering, sanctions, or anti-corruption.
(i) The Authorized Participant understands and acknowledges that the method by which Creation Units will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units may be issued and sold by the Trust on an ongoing basis, depending upon the facts and circumstances, at any point a distribution, as such term is used in the 1933 Act, may be deemed to have occurred at any point. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances and under certain possible interpretations of applicable law, may result in its being deemed a participant in a distribution in a manner which could subject it to the prospectus delivery and related provisions of the 1933 Act that normally would be applicable to a statutory underwriter. The Authorized Participant should review the Continuous Offering section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not underwriters but are effecting transactions in Shares, whether or not participating in the distribution of Shares, may be required to deliver a prospectus.
(j) The Authorized Participant has the capability to send and receive authenticated communications to and from (i) the Distributor, (ii) the Custodian (as defined below in Section 5 hereof), (iii) the Subcustodian (as defined below in Section 5 hereof) in the case of International Funds (see Section 7(b) below), and (iv) the Authorized Participants custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Distributor, the Custodian and the Subcustodian prior to placing its first order with the BNYM ETF Administrator (whether it is a Purchase Order or a Redemption Order).
2. EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS.
(a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and, where applicable, the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. In the event of a conflict
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between the Prospectus and this Agreement, the Prospectus shall control. It is contemplated that the telephone lines used by the BNYM ETF Administrator or the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the BNYM ETF Administrator and the Distributor in connection with the purchase and redemption of Creation Units, provided that the Transfer Agent and the Distributor, as applicable, shall promptly provide copies of recordings of any such calls to the Authorized Participant upon the request of the Authorized Participant, unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording partys general record keeping policies and procedures. The parties agree that either party may use such recordings in connection with any dispute or proceeding relating to this Agreement. The Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and the Authorized Participant agrees to comply with such procedures as may be issued from time to time, upon reasonable notice thereof, including but not limited to the Cash Collateral Settlement Procedures that are referenced in Annex II hereto.
(b) The Distributor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order. Nonetheless, the Authorized Participant acknowledges and agrees that delivery of a Purchase Order or Redemption Order shall be irrevocable upon the Authorized Participants submission of such Order in accordance with Annex II hereto; provided that the Trust and the Distributor on behalf of the Trust reserves the right to reject any Purchase Order in accordance with the terms of the Prospectus and related documents until the trade is released as described in Annex II hereto and any Redemption Order that is not in proper form as defined in the Prospectus.
(c) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees to return to the Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should, in accordance with the terms of the instrument or corporate action and industry custom in the applicable market, have been paid to the Trust. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees that, alternatively, the Trust is entitled to reduce the amount of money or other proceeds due to the Authorized Participant by an amount equal to any dividend, interest, distribution or other corporate action to be paid to it in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, acknowledges and agrees to return to the Authorized Participant any dividend, interest, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should, based on the valuation of such Deposit Security at the time of transfer, have been paid to the Authorized Participant. Likewise, with respect to any Purchase Order, the Authorized Participant acknowledges and agrees to return to the Trust any dividend, interest, distribution or other corporate action paid to it in respect of any Deposit Security that is transferred to the Authorized Participant that, based on the valuation of such Deposit Security at the time of transfer, should, in accordance with the terms of the instrument or corporate action and industry custom in the applicable market, have been paid to the Trust. With respect to any Purchase Order, the Transfer Agent, on behalf of the Trust, also acknowledges and agrees that the Authorized Participant is entitled to reduce the amount of money or other proceeds due to the Trust by an amount equal to any dividend, interest, distribution or other corporate action to be paid to it in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Authorized Participant.
3. NSCC.
Solely with respect to Purchase Orders or Redemption Orders effected through the CNS Clearing Process, the Authorized Participant, as a Participating Party, hereby authorizes the Transfer Agent to transmit to the NSCC on behalf of the Authorized Participant such instructions, including amounts of the Deposit Securities and Cash Component as are necessary, consistent with the instructions issued by the
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Authorized Participant to the BNYM ETF Administrator. The Authorized Participant agrees to be bound by the terms of such instructions issued by the Transfer Agent and reported to NSCC as though such instructions were issued by the Authorized Participant directly to NSCC.
4. PROSPECTUS, MARKETING MATERIALS AND REPRESENTATIONS.
(a) The Distributor will provide to the Authorized Participant copies of the then-current Prospectus or summary prospectus, if applicable and any printed supplemental information in reasonable quantities upon request. The Distributor represents, warrants and agrees that it will promptly notify the Authorized Participant when a revised, supplemented or amended Prospectus for any Fund is available and deliver or otherwise make available to the Authorized Participant copies of such revised, supplemented or amended Prospectus or summary prospectus at such time and in such numbers as the Authorized Participant may reasonably request so as to enable the Authorized Participant to comply with any obligation it may have to deliver such Prospectus and/or summary prospectus to customers. The Distributor will make such revised, supplemented or amended Prospectus available to the Authorized Participant no later than its effective date. The Distributor shall be deemed to have complied with this Section 4 when the Authorized Participant has received such revised, supplemented or amended Prospectus or summary prospectus by e-mail at [i nsert e-mail address ], in printable form, with such number of hard copies as may be agreed from time to time by the parties promptly thereafter. The Authorized Participant represents, warrants and agrees that it shall deliver the then-current Prospectus or summary prospectus to its customers in connection with the purchase of Shares in accordance with 1933 Act prospectus delivery requirements. The Authorized Participant agrees, at the request of the Distributor, to deliver proxy material, annual and other reports of the Funds or other similar information that the Funds are obligated to deliver to their shareholders to the Authorized Participants customers that custody Shares with the Authorized Participant, after receipt from the Funds or the Distributor of sufficient quantities to allow mailing thereof to such customers.
(b) The Distributor represents that (i) the Registration Statement and the Prospectus contained therein each conforms in all material respects to the requirements of the 1933 Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the SEC) thereunder; (ii) the sale and distribution of the Shares as contemplated herein will not conflict with or result in a breach or violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust, any Fund or the Distributor; and (iii) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Shares, except the registration under the 1933 Act of the Shares, which has occurred and is in effect for the Shares and the Trust; (iv) the Registration Statement has been declared effective by the SEC under the 1933 Act and the Investment Company Act of 1940, as amended (the 1940 Act), and the SEC has not issued any stop order or other order or notice preventing or suspending the use of the Registration Statement or the Prospectus, and no proceedings for such purpose have been instituted, are pending or, to the best of their knowledge, are being contemplated or threatened by the SEC; (v) prior to the launch of each Fund, such Funds Shares have been approved for listing on a U.S. national securities exchange; and (vi) all marketing and promotional materials prepared by the Trust, the Distributor, the Funds adviser or any of their agents on their behalf, or to be prepared by any of them in the future and provided to the Authorized Participant in connection with the offer and sale of Shares, comply with applicable law, including without limitation, as applicable, the provisions of the 1933 Act, FINRAs marketing rules, and the rules and regulations of the SEC.
(c) The Authorized Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those that are consistent with the Trusts then-current Prospectus or in any promotional materials or sales literature furnished to the Authorized Participant by the Distributor. Subject to Section 4(d) below, the Authorized Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials (Marketing Materials), except such information and materials as may be furnished to the Authorized Participant by the Distributor and such
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other information and materials as may be approved in writing by the Distributor. The Authorized Participant understands that neither the Trust nor any of its Funds will be advertised or marketed as an open-end investment company ( i.e. , as a mutual fund), which offers redeemable securities, and that any advertising materials will prominently disclose that the Shares are not individually redeemable shares of the Trust. In addition, the Authorized Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in whole Creation Units only.
(d) Notwithstanding the foregoing, the Authorized Participant may, without the written approval of the Distributor, prepare and circulate, in the regular course of its business, sales commentary and research reports that include information, opinions or recommendations relating to Shares (i) for public dissemination, provided that such sales commentary and research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares and (ii) for internal use by the Authorized Participant. The Authorized Participant may without the written approval of the Trust or the Distributor prepare and circulate in the regular course of its business or for internal use, research reports (as such term is defined in NYSE Communications Rule 472), institutional communications and correspondence (as such terms are defined in FINRA Rule 2210 or any successor rule) and other similar materials that include information, opinions or recommendations relating to Shares (the Authorized Participant Institutional Communications), provided that such Authorized Participant Institutional Communications comply with applicable FINRA Rules and any successor rules thereto. Neither the Distributor, the Trust nor the Transfer Agent shall have any liability or responsibility for such research reports and materials.
(e) The Distributor agrees to cooperate with the Authorized Participant in carrying out its reasonable due diligence with respect to this Agreement. For the avoidance of doubt, the Authorized Participant shall bear its own expenses incurred in connection with such due diligence investigation.
(f) Except as required by court order or requested by any regulatory or self-regulatory authority of competent jurisdiction, the Distributor and the Transfer Agent each agrees that it will not, without prior written consent of the Authorized Participant, use in advertising or publicity the name of the Authorized Participant or any affiliate of the Authorized Participant, any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Authorized Participant or any of its affiliates or represent, directly or indirectly, that any product or any service provided or distributed by the Trust or the Distributor has been approved or endorsed by the Authorized Participant or any of its affiliates or that the Authorized Participant acts as underwriter, distributor or selling group member with respect to the Shares. This provision shall survive termination or expiration of this Agreement.
(g) The Distributor, on its own behalf and on behalf of the Trust, agrees, for as long as this Agreement is effective, not to identify or name the Authorized Participant in the Registration Statement (except to the extent the Authorized Participant is named as a 5% beneficial owner in response to Item 18(b) of Form N-1A, if applicable), the Prospectus or in any Marketing Materials for any Series without the prior written consent of the Authorized Participant, which consent shall not be unreasonably withheld. If the Authorized Participant agrees to be identified in any of such documents, upon the termination of this Agreement, (i) the Distributor shall remove any reference to the Authorized Participant from such documents and (ii) the Distributor shall promptly update the Trusts and the Distributors respective websites to remove any identification of the Authorized Participant as an authorized participant of the Trust.
5. SUBCUSTODIAN ACCOUNT.
The Authorized Participant understands and agrees that in the case of each International Fund, the Trust has caused The Bank of New York Mellon acting in its capacity as the Trusts custodian (Custodian) to maintain with the applicable subcustodian (Subcustodian) for such Fund an account in the relevant foreign jurisdiction to which the Authorized Participant shall deliver or cause to be delivered in connection
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with the purchase of a Creation Unit the securities ( see Annex IV ) and any other cash amounts (or the cash value of all or a part of such securities, in the case of a permitted or required cash purchase or cash in lieu amount), with any appropriate adjustments as advised by such Fund, in accordance with the terms and conditions applicable to such account in such jurisdiction.
6. TITLE TO SECURITIES; RESTRICTED SHARES.
The Authorized Participant represents that upon delivery of a portfolio of Deposit Securities to the Custodian and/or the relevant Subcustodian in accordance with the terms of the Prospectus, (i) the Trust will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (a) any agreement or arrangement entered into by the Authorized Participant in connection with a Purchase Order (including, but not limited to, any repurchase agreement or securities lending or borrowing agreement) or (b) any provision of the 1933 Act, and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction and (ii) no such securities are restricted securities as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act in the hands of the Authorized Participant immediately prior to any such delivery. The representation provided in this Section 6 excludes restrictions due to the status of the Trust or any Fund as an affiliate of such issuer of the Deposit Securities under Rule 144 under the 1933 Act.
The Authorized Participant represents that it is a qualified institutional buyer as defined in Rule 144A(a) under the 1933 Act.
7. CASH COMPONENT AND FEES.
(a) For Funds that Invest in Securities traded on U.S. Exchanges (Domestic Funds): The Authorized Participant hereby agrees that in connection with a Purchase Order for any Domestic Fund, it will make available in same day funds for each purchase of Shares an amount of cash sufficient to pay the Cash Component and any other amounts of cash due to the Trust in connection with the purchase of any Creation Unit of Shares (including the purchase Transaction Fee for in-kind and cash purchases and the additional variable charge for cash purchases (when, in the sole discretion of the Trust, cash purchases are available or specified as described in the Prospectus)) (the Cash Amount) which shall be made through DTC to an account maintained by the Custodian and shall be provided in same day or immediately available funds on or before the settlement date in accordance with the Trusts Prospectus (Contractual Settlement Date). The Authorized Participant hereby agrees to ensure that the Cash Amount will be received by the Trust on or before the Contractual Settlement Date, and in the event payment of such Cash Amount has not been made by such Contractual Settlement Date, the Authorized Participant agrees, in connection with a Purchase Order, to pay the full cash amount, plus interest, computed at such reasonable rate as may be specified by the Trust from time to time. The Trust reserves the right to revoke acceptance of any Purchase Order in the event payment of the Cash Amount has not been made by such Contractual Settlement Date.
(b) For Funds that Invest in Securities traded on Non-U.S. Exchanges (International Funds) : The Authorized Participant hereby agrees that in connection with a Purchase Order for any International Fund, it will make available in same day funds for each purchase of Shares the Cash Amount as described in Section 7(a) above which shall be made via Fed Funds Wire to an account maintained by the Custodian and shall be provided in same day or immediately available funds at least one business day before the Contractual Settlement Date, unless otherwise agreed to by the parties. The Authorized Participant hereby agrees to ensure that the Cash Amount will be received by the Trust on or before the Contractual Settlement Date, and in the event payment of such Cash Amount has not been made by such Contractual Settlement Date, the Authorized Participant agrees, in connection with a Purchase Order, to pay the full Cash Amount, plus interest, computed at such reasonable rate as may be specified by the Trust from time to time. The Trust reserves the right to revoke acceptance of any Purchase Order in the event payment of the Cash Amount has not been made by such Contractual Settlement Date.
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8. ROLE OF AUTHORIZED PARTICIPANT; PROXY.
(a) Each party acknowledges and agrees that for all purposes of this Agreement, the Authorized Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Trust, any Fund, the Distributor, the Custodian, the Subcustodian or the Transfer Agent in any matter or in any respect. The Authorized Participant agrees to make itself and its employees available, upon request, during normal business hours to consult with the Trust, the Distributor, the Custodian, the Subcustodian, the Transfer Agent or the Authorized Participants custodian or their designees concerning the performance of the Authorized Participants responsibilities under this Agreement.
(b) In executing this Agreement, the Authorized Participant agrees that it shall be bound by the applicable obligations of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectus.
(c) The Authorized Participant agrees, to the extent required by applicable law, to maintain records of all sales of Shares made by or through it and to furnish copies of such records to the Trust or the Distributor upon the reasonable written request of the Trust or the Distributor, subject to its applicable customer information protection rules, regulations, internal policies and undertakings to maintain such information in confidence.
(d) Agent for Proxy. The Authorized Participant represents, covenants and warrants that, from time to time, it may be a Beneficial Owner or legal owner of Shares (as that term is defined in Rule 16a-1(a)(2) of the 1934 Act). The Authorized Participant agrees to irrevocably appoint the Distributor as its agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally owned Shares which the Authorized Participant has not rehypothecated and which the Authorized Participant is or may be entitled to vote at any meeting of shareholders of a Fund held after the effective date of this Agreement, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. The Distributor shall vote (or abstain from voting) such Shares in accordance with Distributors proxy voting policies and procedures, with complete independence from and without any regard to any views, statements or interests of the Authorized Participant, its affiliates or any other person. The Authorized Participant acknowledges that the Distributor will not exercise discretion or otherwise provide advice or guidance to the Authorized Participant or any other party in connection with any vote (or abstention thereof). The Distributor may carry out its responsibilities hereunder through an agent, nominee, attorney or such other third party as it deems necessary or appropriate, to the extent allowable pursuant to applicable law.
(e) For purposes of this Section 8, beneficially owned Shares shall not include those Shares for which the Authorized Participant is the record owner but which are held for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of business, unless the Authorized Participant instructs the Distributor in writing otherwise. The Authorized Participant acknowledges that the Distributor will not exercise the voting rights applicable to such Shares unless the Authorized Participant instructs the Distributor in writing otherwise. For the avoidance of doubt, it shall be the responsibility of the Authorized Participant to instruct the Distributor in writing as to which Shares will/will not be voted by the agent and proxy pursuant to this Section. The Authorized Participant represents that it has all the necessary legal power and authority to vote, and to appoint an agent and proxy to vote, all such Shares as contemplated herein. The Authorized Participant hereby agrees to indemnify and hold harmless the Distributor from and against any loss, liability, cost or expense suffered or incurred by such Distributor resulting directly from losses, liabilities or expenses resulting from this Proxy other than those arising from the negligence, bad faith or willful misconduct of the Distributor.
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(f) The Distributor, as proxy for the Authorized Participant hereunder: (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, facsimile, electronically (including through the internet) or otherwise. The powers of such agent and proxy shall include (without limiting its general powers hereunder) the power to receive and waive any notice of any meeting on behalf of the Authorized Participant. The Distributor may terminate this irrevocable proxy (i.e., Sections 8(d) through 8(f)) after sixty (60) days written notice to the Authorized Participant and termination of this irrevocable proxy by itself shall not serve to terminate the Agreement.
9. AUTHORIZED PERSONS OF THE AUTHORIZED PARTICIPANT.
Concurrently with the execution of this Agreement and from time to time thereafter as may be requested by the Trust or the Distributor, the Authorized Participant shall deliver to the Distributor and the Trust, with copies to the Transfer Agent at the address specified below, duly certified as appropriate by its Secretary or other duly authorized official, a certificate substantially in the form attached hereto as Annex III to this Agreement, setting forth the names and signatures of all persons authorized to give instructions relating to any activity contemplated hereby or any other notice, request or instruction on behalf of the Authorized Participant (each such person an Authorized Person). Such certificate may be accepted and relied upon by the Distributor and the Transfer Agent as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Distributor and the Transfer Agent of a superseding certificate bearing a subsequent date (or the termination of this Agreement, if earlier). Upon the termination or revocation of authority of such Authorized Person by the Authorized Participant, the Authorized Participant shall give prompt written notice of such fact to the Distributor and the Transfer Agent and such notice shall be effective upon receipt by the Distributor and Transfer Agent. The Transfer Agent shall issue to each Authorized Participant a unique personal identification number (PIN) by which such Authorized Participant shall be identified and instructions issued by the Authorized Participant hereunder shall be authenticated. The PIN shall be kept confidential and only provided to Authorized Persons. If after issuance, an Authorized Participants PIN is changed, the new PIN will become effective on a date mutually agreed upon by the Authorized Participant and the Transfer Agent. The Transfer Agent agrees promptly to cancel the PIN assigned to an Authorized Person upon receipt of notice from the Authorized Participant that an Authorized Persons authority to act for it has been terminated.
10. REDEMPTION.
(a) The Authorized Participant understands and agrees that Redemption Orders may be submitted only on days that the U.S. stock exchange where the Shares are principally listed (as specified in the Prospectus) (the Listing Exchange) is open for trading or business.
(b) The Authorized Participant represents and warrants that it will not attempt to place a Redemption Order for the purpose of redeeming any Creation Unit of Shares of any Fund unless it first ascertains (i) that it owns outright or has full legal authority and legal and beneficial right to tender for redemption the requisite number of Creation Units of Shares of the relevant Fund to be redeemed and to the entire proceeds of the redemption and (ii) that such Shares have not been loaned or pledged to another party and are not the subject of a repurchase agreement, securities lending agreement or any other arrangement that would preclude the delivery of such Shares to the Transfer Agent in accordance with the Prospectus or as otherwise required by the Trust. The Authorized Participant understands that Shares of any Fund may be redeemed only when one or more Creation Units of Shares of a Beneficial Owner are held in the account of a single Authorized Participant.
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11. BENEFICIAL OWNERSHIP.
(a) The Authorized Participant represents and warrants to the Distributor and the Trust that (based upon the number of outstanding Shares of each such Fund made publicly available by the Trust) (i) it does not, and will not in the future, hold for the account of any single Beneficial Owner of Shares of the relevant Fund, eighty percent (80%) or more of the currently outstanding Shares of such relevant Fund, so as to cause the Fund to have a basis in the portfolio securities deposited with the Fund different from the fair market value of such portfolio securities on the date of such deposit, pursuant to section 351 of the Internal Revenue Code of 1986, as amended, and (ii) when carrying Deposit Securities as a dealer and as inventory in connection with its market making activities, the Deposit Securities will be subject to the mark to market requirements of Section 475 of the Internal Revenue Code of 1986, as amended, and pursuant to Section 475 it will adjust the value of the Deposit Securities to their fair market value immediately prior to any purchase of Creation Units from a Fund(s).
(b) The Trust, the Distributor and the Transfer Agent shall have the right to reasonably require information from the Authorized Participant regarding Share ownership of each Fund (if the Authorized Participant does not provide the representation in Section 11(a)(ii) above) and to rely thereon to the extent necessary to make a determination regarding ownership of eighty percent (80%) or more of the currently outstanding Shares of any Fund by a Beneficial Owner as a condition to the acceptance of a deposit of Deposit Securities.
12. INDEMNIFICATION.
This Section 12 shall survive the termination of this Agreement.
(a) The Authorized Participant hereby agrees to indemnify and hold harmless the Distributor, the Trust, the Transfer Agent and their respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an AP Indemnified Party) from and against any loss, liability, damage and reasonable cost and expense (including reasonable attorneys fees) (Losses) incurred by such AP Indemnified Party in connection with, arising out of or as a result of (i) any material breach by the Authorized Participant of any provision of this Agreement that relates to such Authorized Participant; (ii) any representation provided by the Authorized Participant herein that is false or misleading or omits material information necessary to make the statement contained therein complete; (iii) any material failure on the part of the Authorized Participant to perform any of its obligations set forth in the Agreement; (iv) any material failure by the Authorized Participant to comply with applicable laws to the extent relating to its role as an authorized participant hereunder, including applicable rules and regulations of self-regulatory organizations (SROs), except the Authorized Participant shall not be required to indemnify an AP Indemnified Party to the extent that such failure was caused by the Authorized Participants strict adherence to instructions reasonably given or representations made by such AP Indemnified Party; (v) actions of such AP Indemnified Party taken in reasonable reliance upon any instructions issued in accordance with Annex II (including Parts A, B and C thereto) hereto (as each may be amended from time to time) reasonably believed by the AP Indemnified Party to be genuine and to have been given by the Authorized Participant, except to the extent that the Authorized Participant had previously revoked a PIN used in giving such instructions and such revocation was given by the Authorized Participant and received by the Transfer Agent in accordance with the terms of Section 9 hereto, or (vi)(1) any representation by the Authorized Participant about the Shares, any AP Indemnified Party, the Trust or any Fund that is not consistent with the Trusts then-current Prospectus made in connection with the offer or the solicitation of an offer to buy or sell Shares, or (2) any untrue statement of a material fact or alleged untrue statement of a material fact contained in any research reports, Marketing Material or Communications described in Section 4 hereof or any omission of a material fact or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such statement or omission relates to the Shares, any AP Indemnified Party, the Trust or any Fund. The Authorized Participant and the Distributor understand and agree that the Trust as a third-party beneficiary to this Agreement is entitled and intends to proceed directly against the Authorized Participant in the event that the Authorized Participant fails to perform any of its obligations pursuant to this Agreement that benefit the Trust. The Authorized Participant shall not be liable to an AP Indemnified Party for any Losses arising out of (i) mistakes or errors in data provided to the Authorized Participant by an AP Indemnified Party, or (ii) mistakes or errors by, or out of interruptions or
26
delays of communications with an AP Indemnified Parties who is a service provider to the Trust. The Authorized Participant shall not be liable under the indemnity contained in this Section with respect to any claim made against an AP Indemnified Party unless the AP Indemnified Party shall have notified the Authorized Participant in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the AP Indemnified Party (or after the AP Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Authorized Participant of any claim shall not relieve the Authorized Participant from any liability that it may have to any AP Indemnified Party against whom such action is brought otherwise than on account of the indemnity agreement contained in this Section and shall only release it from such liability under this Section to the extent it has been materially prejudiced by such failure to receive notice.
(b) The Distributor hereby agrees to indemnify and hold harmless the Authorized Participant and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a Distributor Indemnified Party) from and against any Losses incurred by such Distributor Indemnified Party in connection with, arising out of or as a result of (i) any material breach by the Distributor of any provision of this Agreement that relates to the Distributor; (ii) any representation provided by the Distributor herein that is false or misleading or omits material information necessary to make the statement contained therein complete; (iii) any material failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iv) any material failure by the Distributor to comply with applicable laws to the extent relating to its role in connection with the creation and redemption of the Creation Units, including applicable rules and regulations of SROs, except the Distributor shall not be required to indemnify a Distributor Indemnified Party to the extent that such failure was caused by the Distributors strict adherence to instructions reasonably given or representations made by a Distributor Indemnified Party; (v) actions of such Distributor Indemnified Party taken in reasonable reliance upon any instructions issued in accordance with Annex II (including Parts A, B and C thereto) hereto (as each may be amended from time to time) reasonably believed by the Distributor Indemnified Party to be genuine and to have been given by the Distributor; (vi)(1) any representation by the Distributor about the Creation Units, any Distributor Indemnified Party, the Trust or any Fund that is not materially consistent with the Trusts then-current Prospectus made in connection with the creation and redemption of Creation Units; and (2) any untrue statement of a material fact, alleged untrue statement of a material fact, omission of a material fact or alleged omission of a material fact contained in the Registration Statement of the Trust; or (vii) any untrue statement of a material fact, alleged untrue statement of a material fact, omission of a material fact or alleged omission of a material fact made in any Marketing Material or Communications furnished to the Authorized Participant by the Distributor or the Trust, or any written disclosure provided by the Distributor or the Trust to the Authorized Participant for inclusion in Marketing Material or Communications prepared by the Authorized Participant and approved for use by the Distributor. The Distributor shall not be liable to a Distributor Indemnified Party for any Losses arising out of (i) mistakes or errors in data provided to the Distributor by a Distributor Indemnified Party, (ii) mistakes or errors by, or out of interruptions or delays of communications with a Distributor Indemnified Party, to the extent such errors, mistakes or delays were caused by a breakdown in communications networks outside of the control of the Distributor, including, but not limited to, extreme weather, an Act of God or other similar event outside the control of the Distributor or the Transfer Agent, or (iii) any action of a service provider to the Trust, except to the extent such service provider acted under the direction of the Distributor and the Distributor acted grossly negligent in taking or failing to take an action. The Distributor shall not be liable under the indemnity agreement contained in this Section with respect to any claim made against a Distributor Indemnified Party unless the Distributor Indemnified Party shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor Indemnified Party (or after the Distributor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability that it may have to any Distributor Indemnified Party against whom such action is brought otherwise than on account of the indemnity agreement contained in this Section and shall only release it from such liability under this Section to the extent it has been materially prejudiced by such failure to receive notice.
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(c) Other than with respect to Section 12(b)(vi)(2), this Section 12 shall not apply and a party shall not have an obligation to indemnify the other and its related indemnified persons to the extent that any Losses are directly caused by, incurred as a result of, or in connection with, any gross negligence, bad faith, or willful misconduct on the part of the party seeking to be indemnified. The term affiliate in this Section 12 shall include, with respect to any person, entity or organization, any other person, entity or organization which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, entity or organization.
(d) The applicable indemnifying party shall be entitled, at its option, to exercise sole control and authority over the defense and settlement of such action. The indemnifying party is not authorized to accept any settlement that does not provide the applicable indemnified party with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the indemnified party or causes reputational harm to the indemnified party, in each case, without the prior written consent of the indemnified party.
13. LIMITATION OF LIABILITY.
(a) The parties undertake to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against any party.
(b) Other than in connection with a material misstatement or omission of a material fact in the Registration Statement or the Prospectus, arising from information provided by a party hereto, in the absence of bad faith, gross negligence or willful misconduct on its part, no party to this Agreement, excluding the Authorized Participant, whether acting directly or through agents or attorneys shall be liable for any action taken, suffered or omitted or for any error of judgment made by any of them in the performance of their duties hereunder.
(c) In no event shall a party to this Agreement be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit), even if such parties have been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall a party to this Agreement be liable for the acts or omissions of DTC, NSCC or any other securities depository or clearing corporation. Further, the Distributor shall not be liable for any action or failure to take any action with respect to the voting matters set forth in Section 8 above.
(d) No party shall be responsible or liable for any failure or delay in the performance of their obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; terrorism; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions.
(e) The Transfer Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder, except as may be required as a result of its own gross negligence, willful misconduct or bad faith.
(f) Tax Liability . To the extent any payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or any other similar tax or government charge applicable to the creation or redemption of any Creation Unit of Shares of any Fund made pursuant to this Agreement is imposed, the Authorized Participant shall be responsible for the payment of such tax or government charge regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trust
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or the Distributor is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon. The Distributor agrees to use its best efforts to notify the Authorized Participant of all transfer taxes, sales or use taxes, stamp taxes, recording taxes, value added taxes or any other similar tax or government charge that the Authorized Participant may incur in the future in connection with the creation or redemption of any Creation Unit of Shares.
14. INFORMATION ABOUT FUND DEPOSITS.
The Distributor represents and the Authorized Participant acknowledges that the number and names of the designated portfolio of Deposit Securities to be included in the current Fund Deposit for each Fund will be made available by NSCC on each day that the Listing Exchange is open for trading and will also be made available on each such day through the facilities of the NSCC.
15. ACKNOWLEDGMENT.
The Authorized Participant acknowledges receipt of the Prospectus and represents that it has reviewed and understands such documents.
16. NOTICES.
Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery or by postage prepaid registered or certified United States first class mail, return receipt requested, or by electronic mail or facsimile or similar means of same day delivery (with a confirming copy by mail). Unless otherwise notified in writing, all notices to the Trust shall be at the address, electronic mail address or telephone or facsimile numbers as follows:
The Trust
Columbia ETF Trust I
c/o Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, MA 02110
Attn.: Mark Kaplan
E-mail: mark.kaplan@ampf.com
Phone: 617 385-9535
With copy to:
c/o Columbia Management Investment Advisers, LLC
100 Park Avenue, 8 th floor
New York, NY 10017
Attn.: Joseph DAlessandro
E-mail: joseph.l.dalessandro@ampf.com
Phone: 212 850-1703
All notices to the Authorized Participant, the Distributor and the Transfer Agent shall be directed to the address, electronic mail address, or telephone or facsimile numbers indicated below the signature line of such party.
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17. EFFECTIVENESS, TERMINATION AND AMENDMENT.
(a) This Agreement shall become effective upon delivery to and execution by the Distributor. A Business Day shall mean any day the Listing Exchange is open for regular trading. This Agreement may be terminated at any time by any party upon sixty (60) calendar days prior written notice to the other parties and may be terminated earlier by the Trust or the Distributor at any time in the event of a breach by the Authorized Participant of any provision of this Agreement or the procedures described or incorporated herein. This Agreement may be terminated immediately by a party at such time as the Trust, the Distributor or the Authorized Participant becomes insolvent or becomes the subject of a bankruptcy proceeding or winding up. This Agreement supersedes any prior such agreement between or among the parties.
(b) This Agreement may be amended only by a written instrument executed by all the parties; provided, however, that (i) if an amendment to the Agreement is required in order to conform the Agreement to applicable law (including, without limitation, a change to the exemptive relief and/or adoption of a rule on which the Trust relies to operate as an exchange-traded fund), then the Distributor shall provide the Authorized Participant and the Transfer Agent with prompt notice of such amendment, and the next Creation Unit created by the Authorized Participant shall be deemed to constitute the Authorized Participants acceptance of such amendment; and (ii) any Annex to this Agreement may be amended upon written notification to the Authorized Participant if the Authorized Participant does not object in writing to the amended Annex within five (5) days after its receipt.
18. GOVERNING LAW; CONSENT TO JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict of laws principles) as to all matters, including matters of validity, construction, effect, performance and remedies. Each party hereto irrevocably consents to the jurisdiction of the courts of the State of New York located in the Borough of Manhattan and of the U.S. District Courts for the Southern District of New York and the appellate courts therefrom in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such party at such partys address for purposes of notices hereunder. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
19. SUCCESSORS AND ASSIGNS.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
20. ASSIGNMENT.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties, except that any entity into which a party hereto may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which such party hereunder shall be a party, or any entity succeeding to all or substantially all of the business of the party, shall be the successor of the party under this Agreement. The party resulting from any such merger, conversion, consolidation or succession shall notify the other parties hereto of the change. Any purported assignment in violation of the provisions hereof shall be null and void.
21. INTERPRETATION.
The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.
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22. ENTIRE AGREEMENT.
This Agreement, along with any other agreement or instrument delivered pursuant to this Agreement, supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.
23. SEVERANCE.
If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra national body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless the Distributor determines in its discretion, after consulting with the Trust, that the provision of this Agreement that was held invalid, illegal or unenforceable does affect the validity, legality or enforceability of one or more other provisions of this Agreement, and that this Agreement should not be continued without the provision that was held invalid, illegal or unenforceable, and in that case, upon the Distributors notification of the Trust of such a determination, this Agreement shall immediately terminate and the Distributor will so notify the Authorized Participant immediately.
24. NO STRICT CONSTRUCTION.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.
25. SURVIVAL.
Sections 4 (Prospectus, Marketing Materials and Representations), 12 (Indemnification), 13 (Limitation of Liability) and 18 (Governing Law; Consent to Jurisdiction) hereof, as well as this Section 25, shall survive the termination of this Agreement.
26. OTHER USAGES.
The following usages shall apply in interpreting this Agreement: (i) references to a governmental or quasigovernmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of such agency, authority or instrumentality; and (ii) including means including, but not limited to.
27. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. A telecopied facsimile of an executed counterpart of this Agreement, or an electronically transmitted PDF copy of an executed counterpart of this Agreement, shall be sufficient to evidence the binding agreement of each party to the terms hereof.
IN WITNESS WHEREOF , the parties have caused this Agreement to be executed and delivered as of the day and year written below.
DATED: ____________, 2016
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ALPS DISTRIBUTORS, INC. | ||
By: | ||
Title: | ||
Address: | 1290 Broadway, Suite 1100 | |
Denver CO 80203 | ||
Telephone: | 303.623.2577 | |
Facsimile: | 303.623.7850 |
[NAME OF AUTHORIZED PARTICIPANT] |
|
By: |
Title: |
Address: |
Telephone: |
Facsimile: |
ACCEPTED BY: THE BANK OF NEW YORK MELLON, AS TRANSFER AGENT
|
By: |
Title: |
Address: |
Telephone: |
Facsimile: |
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ANNEX I
TO
AUTHORIZED PARTICIPANT AGREEMENT FOR
COLUMBIA ETF TRUST I
Fund | Ticker Symbol | |
Columbia Sustainable Global Equity Income ETF | ESGW | |
Columbia Sustainable International Equity Income ETF | ESGN | |
Columbia Sustainable U.S. Equity Income ETF | ESGS | |
Columbia Diversified Fixed Income Allocation ETF | DIAL | |
Columbia Multi-Sector Municipal Income ETF | MUST |
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ANNEX II
TO
AUTHORIZED PARTICIPANT AGREEMENT
FOR COLUMBIA ETF TRUST I
PROCEDURES FOR PROCESSING
PURCHASE ORDERS AND REDEMPTION ORDERS
This Annex II to the Authorized Participant Agreement supplements the Prospectus with respect to the procedures to be used in processing (1) a Purchase Order for the purchase of Shares of the Columbia ETF Trust I (the Trust) in Creation Units of each Fund and (2) a Redemption Order for the redemption of Shares of the Trust in Creation Units of each Fund of the Trust. Capitalized terms, unless otherwise defined in this Annex II , have the meanings attributed to them in the Authorized Participant Agreement or the Prospectus.
In order to place a Purchase Order, an Authorized Participant is required to have signed an Authorized Participant Agreement. Upon acceptance of the Authorized Participant Agreement and execution thereof by the Trust and in connection with the initial Purchase Order submitted by the Authorized Participant, the Transfer Agent will assign a PIN to each Authorized Person authorized to act for an Authorized Participant. This will allow an Authorized Participant, through its Authorized Person(s), to place a Purchase Order or Redemption Order with respect to the purchase or redemption of Creation Units of Shares of the Trust.
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AUTHORIZED PARTICIPANT AGREEMENT
FOR
COLUMBIA ETF TRUST II
This Authorized Participant Agreement (this Agreement) is entered into by and between ALPS Distributors, Inc. (the Distributor) and ________________________________ (the Authorized Participant or the AP) and is subject to acceptance by The Bank of New York Mellon (the BNYM ETF Administrator or the Transfer Agent). The Transfer Agent serves as the transfer agent for the Columbia ETF Trust II (the Company) and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (NSCC). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Company shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Company acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, par value $.0001 per share (sometimes referred to as Shares), of each of the separate investment portfolios of the Company (each such portfolio a Fund and collectively, the Funds) named on Annex I to this Agreement.
As specified in the Companys prospectus and statement of additional information (SAI) incorporated therein (collectively, the Prospectus) included as part of its registration statement, as amended, on Form N-1A (Registration Statement), the Shares of any Fund offered thereby may be purchased or redeemed only in aggregations of a specified number of Shares referred to therein and herein as a Creation Unit. All references to cash shall refer to U.S. Dollars (USD). The number of Shares constituting a Creation Unit of each Fund is set forth in the Prospectus. Creation Units of Shares may be purchased only by or through an Authorized Participant that has entered into an Authorized Participant Agreement with the Company and the Distributor. The Prospectus provides that Creation Units generally will be sold in exchange for an in-kind deposit of a designated portfolio of equity securities (the Deposit Securities) and an amount of cash computed as described in the Prospectus (the Cash Component), plus a purchase Transaction Fee as described in the Prospectus, delivered to the Company by the Authorized Participant for its own account or acting on behalf of another party. Together, the Deposit Securities and the Cash Requirement constitute the Creation Deposit, which represents the minimum initial and subsequent investment amount for Shares of any Fund of the Company. References to the Prospectus are to the then-current Prospectus as it may be supplemented or amended from time to time. Capitalized terms not otherwise defined herein are used herein as defined in the Prospectus.
This Agreement is intended to set forth certain premises and the procedures by which the Authorized Participant may purchase and/or redeem Creation Units of Shares (i) through the Continuous Net Settlement (CNS) clearing processes of NSCC as such processes have been enhanced to effect purchases and redemptions of Creation Units, such processes being referred to herein as the CNS Clearing Process, or (ii) outside the CNS Clearing Process (i.e., through the manual process of The Depository Trust Company (DTC) (the DTC Process). The procedures for processing an order to purchase Shares (each a Purchase Order) and an order to redeem Shares (each a Redemption Order) are described in the Companys Prospectus and in Annex II to this Agreement. All Purchase and Redemption Orders must be made pursuant to the procedures set forth in the Prospectus and Annex II hereto, as each may be amended by the Company from time to time . An Authorized Participant may not place a Purchase Order before the fifth (5 th ) Business Day (as defined below) following execution and delivery to the Distributor of this Agreement and notification by the Distributor of the Authorized Participants status. An Authorized Participant may not cancel a Purchase Order or a Redemption Order after an order is placed by the Authorized Participant.
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The parties hereto in consideration of the premises and of the mutual
agreements contained herein agree as follows:
1. STATUS OF AUTHORIZED PARTICIPANT.
(a) The Authorized Participant hereby represents, covenants and warrants that with respect to Purchase Orders or Redemption Orders of Creation Units of Shares of any Fund (i) through the CNS Clearing Process, it is a member of NSCC and an Authorized Participant in the CNS System of NSCC (as defined in each Funds Prospectus, a Participating Party), and/or (ii) outside the CNS Clearing Process, it is a DTC Participant (as defined in the Funds Prospectus, a DTC Participant). The Authorized Participant may place Purchase Orders or Redemption Orders for Creation Units either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in this Agreement, the Prospectus and Annex II hereto (Execution of Orders). Any change in the foregoing status of the Authorized Participant shall terminate this Agreement, and the Authorized Participant shall give prompt written notice to the Distributor, the Company and the Transfer Agent of such change.
(b) The Authorized Participant hereby represents and warrants that, unless the following paragraph is applicable to it, (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended; (ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business; and (iii) is a member in good standing of the Financial Industry Regulatory Authority (FINRA), and the Authorized Participant agrees that it will maintain such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant agrees to comply with all applicable U.S. federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Conduct Rules of the FINRA, and that it will not offer or sell Shares of any Fund of the Company in any state or jurisdiction where they may not lawfully be offered and/or sold.
(c) If the Authorized Participant is offering or selling Shares of any Fund of the Company in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified, or a member of FINRA as set forth above, the Authorized Participant nevertheless agrees (i) to observe the applicable laws of the jurisdiction in which such offer and/or sale is made; (ii) to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the 1933 Act), and the regulations promulgated thereunder; and (iii) to conduct its business in accordance with the spirit of NASD Conduct Rules (or of comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently repealed, rescinded or otherwise replaced by FINRA Conduct Rules).
(d) The Authorized Participant represents, covenants and warrants that it has established and presently maintains an anti-money laundering program (the Program) reasonably designed to prevent the Authorized Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities and is in compliance with the Program and all anti-money laundering laws, regulations and rules now or hereafter in effect that are applicable to it, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.
(e) The Authorized Participant understands and acknowledges that the method by which Creation Units of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Company on an ongoing basis, at any point a distribution, as such term is used in the 1933 Act, may be occurring. The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the Continuous Offering section of the SAI and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below). The Authorized Participant also understands and acknowledges that dealers who are not underwriters but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus.
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(f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the (i) Distributor, (ii) the Custodian (as defined below in Section 5 hereof), (iii) the Subcustodian (as defined below in Section 5 hereof) in the case of International Funds (see Section 7(b) below), and (iv) the Authorized Participants custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Distributor, the Custodian and the Subcustodian prior to placing its first order with the BNYM ETF Administrator (whether it is a Purchase Order or a Redemption Order).
2. EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS.
(a) All Purchase Orders or Redemption Orders shall be made in accordance with the terms of the Prospectus and the procedures described in Annex II hereto. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. It is contemplated that the telephone lines used by the BNYM ETF Administrator of the Transfer Agent will be recorded, and the Authorized Participant hereby consents to the recording of all calls with the BNYM ETF Administrator. The Company reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and the Authorized Participant agrees to comply with such procedures as may be issued from time to time, including but not limited to the Cash Collateral Settlement Procedures that are referenced in Annex II hereto.
(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that delivery of a Purchase Order or Redemption Order shall be irrevocable, provided that the Company and the Distributor on behalf of the Company reserves the right to reject any Purchase Order until the trade is released as described in Annex II hereto and any Redemption Order that is not in proper form as defined in the Prospectus.
(c) With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) to return to the Company any dividend, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Authorized Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Company. With respect to any Redemption Order, the Authorized Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (whether as a customer or otherwise) that the Company is entitled to reduce the amount of money or other proceeds due to the Authorized Participant or any party for which it is acting by an amount equal to any dividend, distribution or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Authorized Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, the Transfer Agent, on behalf of the Company, acknowledges and agrees to return to the Authorized Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Company in respect of any Deposit Security that is transferred to the Company that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Authorized Participant or any party for which it is acting.
3. NSCC.
Solely with respect to Purchase Orders or Redemption Orders effected through the CNS Clearing Process, the Authorized Participant, as a Participating Party, hereby authorizes the Transfer Agent to transmit to the NSCC on behalf of the Authorized Participant such instructions, including amounts of the Deposit Securities and Cash Component as are necessary, consistent with the instructions issued by the Authorized Participant to the BNYM ETF Administrator. The Authorized Participant agrees to be bound by the terms of such instructions issued by the Transfer Agent and reported to NSCC as though such instructions were issued by the Authorized Participant directly to NSCC.
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4. PROSPECTUS, MARKETING MATERIALS AND REPRESENTATIONS.
(a) The Distributor will provide to the Authorized Participant copies of the then-current Prospectus and any printed supplemental information in reasonable quantities upon request. The Distributor represents, warrants and agrees that it will notify the Authorized Participant when a revised, supplemented or amended Prospectus for any Fund is available and deliver or otherwise make available to the Authorized Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Participant to comply with any obligation it may have to deliver such Prospectus to customers. The Distributor will make such revised, supplemented or amended Prospectus available to the Authorized Participant no later than its effective date. The Distributor shall be deemed to have complied with this Section 4 when the Authorized Participant has received such revised, supplemented or amended Prospectus by e-mail at [i nsert e-mail address ], in printable form, with such number of hard copies as may be agreed from time to time by the parties promptly thereafter.
(b) The Distributor represents and warrants that (i) the Registration Statement and the Prospectus contained therein conforms in all material respects to the requirements of the 1933 Act, and the rules and regulations of the Securities and Exchange Commission (the SEC) thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the sale and distribution of the Shares as contemplated herein will not conflict with or result in a breach or violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any Fund or the Distributor; and (iii) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Shares, except the registration under the 1933 Act of the Shares.
(c) The Authorized Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those contained in the Companys then-current Prospectus or in any promotional materials or sales literature furnished to the Authorized Participant by the Distributor. The Authorized Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Authorized Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Authorized Participant understands that neither the Company nor any of its Funds will be advertised or marketed as an open-end investment company, (i.e., as a mutual fund), which offers redeemable securities, and that any advertising materials will prominently disclose that the Shares are not redeemable shares of the Company. In addition, the Authorized Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Company in whole Creation Units only.
(d) Notwithstanding the foregoing, the Authorized Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions or recommendations relating to Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Shares with other products and are not used for purposes of marketing Shares and (ii) for internal use by the Authorized Participant.
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5. SUBCUSTODIAN ACCOUNT.
The Authorized Participant understands and agrees that in the case of each International Fund, the Company has caused The Bank of New York Mellon acting in its capacity as the Companys custodian (Custodian) to maintain with the applicable subcustodian (Subcustodian) for such Fund an account in the relevant foreign jurisdiction to which the Authorized Participant shall deliver or cause to be delivered in connection with the purchase of a Creation Unit the securities ( see Annex IV ) and any other cash amounts (or the cash value of all or a part of such securities, in the case of a permitted or required cash purchase or cash in lieu amount) on behalf of itself or any party for which it is acting (whether or not a customer), with any appropriate adjustments as advised by such Fund, in accordance with the terms and conditions applicable to such account in such jurisdiction.
6. TITLE TO SECURITIES; RESTRICTED SHARES .
The Authorized Participant represents on behalf of itself and any party for which it acts that upon delivery of a portfolio of Deposit Securities to the Custodian and/or the relevant Subcustodian in accordance with the terms of the Prospectus, the Company will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Authorized Participant or any party for which it is acting in connection with a Purchase Order or (ii) any provision of the 1933 Act, and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the 1933 Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction and (iii) no such securities are restricted securities as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act.
7. CASH COMPONENT AND FEES .
(a) For Domestic Funds: The Authorized Participant hereby agrees that as between the Company and itself or any party for which it acts in connection with a Purchase Order for any Domestic Fund, it will make available in same day funds for each purchase of Shares an amount of cash sufficient to pay the Cash Component and any other amounts of cash due to the Company in connection with the purchase of any Creation Unit of Shares (including the purchase Transaction Fee for in-kind and cash purchases and the additional variable charge for cash purchases (when, in the sole discretion of the Company, cash purchases are available or specified as described in the Prospectus)) (the Cash Amount) which shall be made through DTC to an account maintained by the Custodian and shall be provided in same day or immediately available funds on or before the settlement date in accordance with the Companys Prospectus (Contractual Settlement Date). The Authorized Participant hereby agrees to ensure that the Cash Amount will be received by the Company on or before the Contractual Settlement Date, and in the event payment of such Cash Amount has not been made by such Contractual Settlement Date, the Authorized Participant agrees on behalf of itself or any party for which it acts in connection with a Purchase Order to pay the full cash amount, plus interest, computed at such reasonable rate as may be specified by the Company from time to time. The Authorized Participant may require its customer to enter into a written agreement with the Authorized Participant with respect to such matters.
(b) For International Funds : The Authorized Participant hereby agrees that as between the Company and itself or any party for which it acts in connection with a Purchase Order for any International Fund, it will make available in same day funds for each purchase of Shares the Cash Amount as described in Section 7(a) above which shall be made via Fed Funds Wire to an account maintained by the Custodian and shall be provided in same day or immediately available funds at least one business day before Contractual Settlement Date. The Authorized Participant hereby agrees to ensure that the Cash Amount will be received by the Company on or before the Contractual Settlement Date, and in the event payment of such Cash Amount has not been made by such Contractual Settlement Date, the Authorized Participant agrees on behalf of itself or any party for which it acts in connection with a Purchase Order to pay the full Cash Amount, plus interest, computed at such reasonable rate as may be specified by the Company from time to time. The Authorized Participant may require its customer to enter into a written agreement with the Authorized Participant with respect to such matters.
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8. ROLE OF AUTHORIZED PARTICIPANT.
(a) The Authorized Participant acknowledges and agrees that for all purposes of this Agreement, the Authorized Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Company, any Fund, the Distributor, the Custodian, the Subcustodian or the Transfer Agent in any matter or in any respect. The Authorized Participant agrees to make itself and its employees available, upon request, during normal business hours to consult with the Company, the Distributor, the Custodian, the Subcustodian, the Transfer Agent or the Authorized Participants custodian or their designees concerning the performance of the Authorized Participants responsibilities under this Agreement.
(b) In executing this Agreement, the Authorized Participant agrees in connection with any purchase or redemption transactions in which it acts for a customer or for any other Authorized Participant or indirect participant, or any other shareholder in an underlying shares account (Beneficial Owner), that it shall extend to any such party all of the rights and shall be bound by all of the obligations of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectus.
(c) The Authorized Participant agrees to maintain records of all sales of Shares made by or through it and to furnish copies of such records to the Company or the Distributor upon the request of the Company or the Distributor.
9. AUTHORIZED PERSONS OF THE AUTHORIZED PARTICIPANT.
Concurrently with the execution of this Agreement and from time to time thereafter as may be requested by the Company or the Distributor, the Authorized Participant shall deliver to the Distributor and the Company, with copies to the Transfer Agent at the address specified below, duly certified as appropriate by its Secretary or other duly authorized official, a certificate in a form approved by the Company (see Annex III to this Agreement) setting forth the names and signatures of all persons authorized to give instructions relating to any activity contemplated hereby or any other notice, request or instruction on behalf of the Authorized Participant (each such person an Authorized Person). Such certificate may be accepted and relied upon by the Distributor and the Transfer Agent as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Distributor and the Transfer Agent of a superseding certificate in a form approved by the Distributor and the Transfer Agent bearing a subsequent date. Upon the termination or revocation of authority of such Authorized Person by the Authorized Participant, the Authorized Participant shall give immediate written notice of such fact to the Distributor and the Transfer Agent and such notice shall be effective upon receipt by both the Distributor and Transfer Agent. The Transfer Agent shall issue to each Authorized Participant a unique personal identification number (PIN) by which such Authorized Participant shall be identified and instructions issued by the Authorized Participant hereunder shall be authenticated. The PIN shall be kept confidential and only provided to Authorized Persons. If after issuance, an Authorized Participants PIN is changed, the new PIN will become effective on a date mutually agreed upon by the Authorized Participant and the Transfer Agent.
10. REDEMPTION.
The Authorized Participant understands and agrees that Redemption Orders may be submitted only on days that the U.S. stock exchange where the Shares are principally listed (as specified in the Prospectus) (the Listing Exchange) is open for trading or business.
(a) The Authorized Participant represents and warrants that it will not attempt to place a Redemption Order for the purpose of redeeming any Creation Unit of Shares of any Fund unless it first ascertains that it or its customer, as the case may be, owns outright or has full legal authority and legal and beneficial right to tender for redemption the requisite number of Creation Units of Shares of the relevant Fund to be redeemed and to the entire proceeds of the redemption and that such Shares have not been loaned
40
or pledged to another party and are not the subject of a repurchase agreement, securities lending agreement or any other arrangement that would preclude the delivery of such Shares to the Transfer Agent in accordance with the Prospectus or as otherwise required by the Company. The Authorized Participant understands that Shares of any Fund may be redeemed only when one or more Creation Units of Shares of a Beneficial Owner are held in the account of a single Authorized Participant.
(b) In the case of a resident Australian or New Zealand holder notwithstanding the foregoing, the Authorized Participant understands and agrees that such holder is only entitled to receive cash upon its redemption of Creation Units of Shares. In the Redemption Order the Authorized Participant will be required to confirm that an in-kind redemption request has not been submitted on behalf of a beneficial owner who is an Australian resident.
11. BENEFICIAL OWNERSHIP .
(a) The Authorized Participant represents and warrants to the Distributor and the Company that (based upon the number of outstanding Shares of each such Fund made publicly available by the Company) it does not, and will not in the future, hold for the account of any single Beneficial Owner of Shares of the relevant Fund, eighty percent (80%) or more of the currently outstanding Shares of such relevant Fund, so as to cause the Fund to have a basis in the portfolio securities deposited with the Fund with respect to such Fund different from the market value of such portfolio securities on the date of such deposit, pursuant to section 351 of the Internal Revenue Code of 1986, as amended. The Authorized Participant agrees that the confirmation relating to any order for one or more Creation Units of Shares of any Fund shall state as follows:
Purchaser represents and warrants that, after giving effect to the purchase of Shares to which this confirmation relates, it will not hold 80% or more of the outstanding Shares of the relevant Fund of the Company and that it will not treat such purchase as eligible for tax-free treatment under Section 351 of the Internal Revenue Code of 1986, as amended. If purchaser is a dealer, it agrees to deliver similar written confirmations to any person purchasing any of the Shares to which this confirmation relates from it.
(b) The Distributor and the Transfer Agent shall have the right to require information from the Authorized Participant regarding Share ownership of each Fund and to rely thereon to the extent necessary to make a determination regarding ownership of eighty percent (80%) or more of the currently outstanding Shares of any Fund by a Beneficial Owner as a condition to the acceptance of a deposit of Deposit Securities.
12. INDEMNIFICATION.
This section 12 shall survive the termination of this Agreement.
(a) The Authorized Participant hereby agrees to indemnify and hold harmless the Distributor, the Company, the Transfer Agent and their respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an AP Indemnified Party) from and against any loss, liability, cost and expense (including attorneys fees) incurred by such AP Indemnified Party as a result of (i) any breach by the Authorized Participant of any provision of this Agreement that relates to such Authorized Participant; (ii) any failure on the part of the Authorized Participant to perform any of its obligations set forth in the Agreement; (iii) any failure by the Authorized Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; (iv) actions of such AP Indemnified Party taken pursuant to any instructions issued in accordance with Annex II (including Parts A, B and C thereto) hereto (as each may be amended from time to time) reasonably believed by the Distributor and/or the Transfer Agent to be genuine and to have been given by the Authorized Participant, or (v)(1) any representation by the Authorized Participant, its employees or its agents or other representatives about the Shares, any AP Indemnified Party or the Company that is not consistent with the Companys then-current Prospectus made
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in connection with the offer or the solicitation of an offer to buy or sell Shares and (2) any untrue statement or alleged untrue statement of a material fact contained in any research reports, marketing material and sales literature described in Section 4 hereof or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such statement or omission relates to the Shares, any AP Indemnified Party or the Company, unless, in either case, such representation, statement or omission was made or included by the Distributor in materials furnished to the Authorized Participant or by the Authorized Participant at the written direction of the Distributor or is based upon any omission or alleged omission by the Company or the Distributor to state a material fact in connection with such representation, statement or omission necessary to make such representation, statement or omission not misleading. The Authorized Participant and the Distributor understand and agree that the Company as a third-party beneficiary to this Agreement is entitled and intends to proceed directly against the Authorized Participant in the event that the Authorized Participant fails to honor any of its obligations pursuant to this Agreement that benefit the Company. The Authorized Participant shall not be liable to the AP Indemnified Party for any damages arising out of mistakes or errors in data provided to the Authorized Participant, or mistakes or errors by, or out of interruptions or delays of communications with the AP Indemnified Parties who are service providers to the Company.
(b) The Distributor hereby agrees to indemnify and hold harmless the Authorized Participant and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a Distributor Indemnified Party) from and against any loss, liability, cost and expense (including attorneys fees) incurred by such Distributor Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable laws, including rules and regulations of self-regulatory organizations; (iv) actions of such Distributor Indemnified Party in reliance upon any instructions issued or representations made in accordance with Annex II (including Parts A, B and C thereto) hereto (as each may be amended from time to time) reasonably believed by the Distributor Indemnified Party to be genuine and to have been given by the Distributor, or (v) (1) any representation by the Distributor, its employees or its agents or other representatives about the Shares that is not consistent with the Companys then-current Prospectus made in connection with the offer or the solicitation of an offer to buy or sell Shares and (2) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement of the Company as originally filed with the SEC or in any amendment thereof, or in any prospectus or any statement of additional information, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Distributor shall not be liable to any Distributor Indemnified Party for any damages arising out of mistakes or errors in data provided to the Distributor, or mistakes or errors by, or out of interruptions or delays of communications with the Distributor Indemnified Parties, due to any action of a service provider to the Company.
(c) This Section 12 shall not apply to the extent any such losses, liabilities, damages, costs and expenses are incurred as a result or in connection with any gross negligence, bad faith or willful misconduct on the part of the AP Indemnified Party or the Distributor Indemnified Party, as the case may be. The term affiliate in this Section 12 shall include, with respect to any person, entity or organization, any other person, entity or organization which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, entity or organization.
13. LIMITATION OF LIABILITY.
(a) The Distributor and the Transfer Agent undertake to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor or the Transfer Agent.
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(b) In the absence of bad faith, negligence or willful misconduct on its part, neither the Distributor, nor the Transfer Agent, whether acting directly or through agents or attorneys as provided in paragraph (d) below, shall be liable for any action taken, suffered or omitted or for any error of judgment made by any of them in the performance of their duties hereunder. Neither the Distributor nor the Transfer Agent shall be liable for any error of judgment made in good faith unless the party exercising such shall have been negligent in ascertaining the pertinent facts necessary to make such judgment. In no event shall the Distributor or the Transfer Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit), even if such parties have been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Distributor or the Transfer Agent be liable for the acts or omissions of DTC, NSCC or any other securities depository or clearing corporation.
(c) Neither the Distributor nor the Transfer Agent shall be responsible or liable for any failure or delay in the performance of their obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; terrorism; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions.
(d) The Distributor and the Transfer Agent may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any communication authorized hereby and upon any written or oral instruction, notice, request, direction or consent reasonably believed by them to be genuine.
(e) The Transfer Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder, except as may be required as a result of its own gross negligence, willful misconduct or bad faith.
(f) Tax Liability. To the extent any payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or any other similar tax or government charge applicable to the creation or redemption of any Creation Unit of Shares of any Fund made pursuant to this Agreement is imposed, the Authorized Participant shall be responsible for the payment of such tax or government charge regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Company or the Distributor is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.
14. INFORMATION ABOUT CREATION DEPOSITS.
The Authorized Participant understands that the number and names of the designated portfolio of Deposit Securities to be included in the current Creation Deposit for each Fund will be made available by NSCC on each day that the Listing Exchange is open for trading and will also be made available on each such day through the facilities of the NSCC.
15. ACKNOWLEDGMENT.
The Authorized Participant acknowledges receipt of the Prospectus and represents that it has reviewed and understands such documents.
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16. NOTICES.
Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery or by postage prepaid registered or certified United States first class mail, return receipt requested, or by telex, telegram or facsimile or similar means of same day delivery (with a confirming copy by mail). Unless otherwise notified in writing, all notices to the Company shall be at the address or telephone, facsimile or telex numbers as follows:
Columbia ETF Trust II
c/o Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, MA 02110
Attn.: Mark Kaplan
E-mail: mark.kaplan@ampf.com
Phone: 617 385-9535
With copy to:
c/o Columbia Management Investment Advisers, LLC
100 Park Avenue, 8 th floor
New York, NY 10017
Attn.: Joseph DAlessandro
E-mail: joseph.l.dalessandro@ampf.com
Phone: 212 850-1703
All notices to the Authorized Participant, the Distributor and the Transfer Agent shall be directed to the address or telephone, facsimile or telex numbers indicated below the signature line of such party.
17. EFFECTIVENESS, TERMINATION AND AMENDMENT .
(a) This Agreement shall become effective five (5) Business Days after execution and delivery to the Distributor upon notice by the Distributor to the Authorized Participant. A Business Day shall mean any day the Listing Exchange is open for business. This Agreement may be terminated at any time by any party upon sixty (60) days prior written notice to the other parties and may be terminated earlier by the Company or the Distributor at any time in the event of a breach by the Authorized Participant of any provision of this Agreement or the procedures described or incorporated herein. This Agreement supersedes any prior such agreement between or among the parties.
(b) This Agreement may be amended by the Company or the Distributor from time to time without the consent of any Beneficial Owner by the following procedure. The Company or the Distributor will mail a copy of the amendment to the Authorized Participant and the Company or Distributor, as applicable. For purposes of this Agreement, mail will be deemed received by the recipient thereof on the fifth (5th) Business Day following the deposit of such mail into the U.S. Postal system. If neither the Authorized Participant or the other party objects in writing to the amendment within five (5) days after its receipt, the amendment will become part of this Agreement in accordance with its terms.
18. GOVERNING LAW; CONSENT TO JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict of laws principles) as to all matters, including matters of validity, construction, effect, performance and remedies. Each party hereto irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such party at such partys address for purposes of notices hereunder. Each party hereto each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
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19. SUCCESSORS AND ASSIGNS.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
20. ASSIGNMENT.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties, except that any entity into which a party hereto may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which such party hereunder shall be a party, or any entity succeeding to all or substantially all of the business of the party, shall be the successor of the party under this Agreement. The party resulting from any such merger, conversion, consolidation or succession shall notify the other parties hereto of the change. Any purported assignment in violation of the provisions hereof shall be null and void.
21. INTERPRETATION.
The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.
22. ENTIRE AGREEMENT.
This Agreement, along with any other agreement or instrument delivered pursuant to this Agreement, supersede all prior agreements and understandings between the parties with respect to the subject matter hereof.
23. SEVERANCE.
If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra national body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless the Distributor determines in its discretion, after consulting with the Company, that the provision of this Agreement that was held invalid, illegal or unenforceable does affect the validity, legality or enforceability of one or more other provisions of this Agreement, and that this Agreement should not be continued without the provision that was held invalid, illegal or unenforceable, and in that case, upon the Distributors notification of the Company of such a determination, this Agreement shall immediately terminate and the Distributor will so notify the Authorized Participant immediately.
24. NO STRICT CONSTRUCTION.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.
25. SURVIVAL.
Section 12 (Indemnification) hereof shall survive the termination of this Agreement.
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26. OTHER USAGES.
The following usages shall apply in interpreting this Agreement: (i) references to a governmental or quasigovernmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of such agency, authority or instrumentality; and (ii) including means including, but not limited to.
27. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF , the parties have caused this Agreement to be executed and delivered as of the day and year written below.
DATED:
ALPS DISTRIBUTORS, INC. |
BY: |
TITLE: |
ADDRESS: | 1290 Broadway, Suite 1100, Denver CO 80203 |
TELEPHONE: | 303.623.2577 | |
FACSIMILE: | 303.623.7850 |
[NAME OF AUTHORIZED PARTICIPANT] |
BY: |
TITLE: |
ADDRESS: |
TELEPHONE: |
FACSIMILE: |
ACCEPTED BY: THE BANK OF NEW YORK MELLON, AS TRANSFER AGENT
ACCEPTED BY: |
BY: |
TITLE: |
ADDRESS: |
TELEPHONE: |
FACSIMILE: |
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ANNEX I
TO
AUTHORIZED PARTICIPANT AGREEMENT
Columbia ETF Trust II
effective as of July 22, 2017
New Fund Name |
Ticker |
|||
Columbia Beyond BRICs ETF | BBRC | |||
Columbia EM Core ex-China ETF | XCEM | |||
Columbia EM Quality Dividend ETF | HILO | |||
Columbia Emerging Markets Consumer ETF | ECON | |||
Columbia India Consumer ETF | INCO | |||
Columbia India Infrastructure ETF | INXX | |||
Columbia India Small Cap ETF | SCIN |
Note: Please refer to the Order Form for Funds eligible for second-trading window as defined in Annex II.
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ANNEX II
TO
AUTHORIZED PARTICIPANT AGREEMENT
PROCEDURES FOR PROCESSING
PURCHASE ORDERS AND REDEMPTION ORDERS
This Annex II to the Authorized Participant Agreement supplements the Prospectus with respect to the procedures to be used in processing (1) a Purchase Order for the purchase of Shares of the Columbia ETF Trust II in Creation Units of each Fund and (2) a Redemption Order for the redemption of Shares of in Creation Units of each Fund. Capitalized terms, unless otherwise defined in this Annex II , have the meanings attributed to them in the Authorized Participant Agreement or the Prospectus.
In order to place a Purchase Order, an Authorized Participant is required to have signed an Authorized Participant Agreement. Upon acceptance of the Authorized Participant Agreement and execution thereof parties and in connection with the initial Purchase Order submitted by the Authorized Participant, the Transfer Agent will assign a PIN to each Authorized Person authorized to act for an Authorized Participant. This will allow an Authorized Participant, through its Authorized Person(s), to place a Purchase Order or Redemption Order with respect to the purchase or redemption of Creation Units of Shares of the Funds.
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ANNEX II PART A
TO
AUTHORIZED PARTICIPANT AGREEMENT
TO PLACE A PURCHASE ORDER FOR
CREATION UNIT(S) OF SHARES OF ONE OR MORE FUNDS
1. PLACING A PURCHASE ORDER.
The Authorized Participant (AP) submitting an order to create shall submit such orders containing the information required to the Transfer Agent either: (a) through the BNYM ETF Center Interface electronic order entry system (BNYM Interface), as such may be made available and constituted from time to time, the use of which shall be subject to the terms and conditions of the Electronic Services Agreement incorporated herein by reference ; or (b) by telephone to the Transfer Agent Representative followed up with the faxed order form according to the procedures set forth below . The order so transmitted (either orally and in writing, or electronic form) is hereinafter referred to as the Submission or the Purchase Order as applicable, and the Business Day on which a Submission is made is hereinafter referred to as the Transmittal Date.
NOTE THAT WHEN THE TELEPHONIC METHOD OF SUBMITTING ORDERS IS USED, THE TELEPHONE CALL IN WHICH THE SUBMISSION NUMBER IS ISSUED INITIATES THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER. AN ORDER WILL ONLY BE PROCESSED UPON RECEIPT OF THE FAXED ORDER FORM SUBMISSION.
To begin a Purchase Order that is not submitted through the BNYM Interface, the Authorized Participant (AP) must telephone the BNYM ETF Order Desk Administrator at (718) 315-7500 or such other number as BNYM designates in writing to the AP. This telephone call must be made by an Authorized Person of the AP and answered by the BNYM ETF Order Desk before the closing time of the regular trading session on the Listing Exchange, which is ordinarily 4:00 p.m. Eastern Standard Time (Listing Exchange Closing Time or Order Cutoff Time). Upon verifying the authenticity of the AP (as determined by the use of the appropriate PIN), the BNYM ETF Order Desk Administrator will request that the AP place the Purchase Order. To do so, the AP must provide the appropriate ticker symbols when referring to each Fund. After the AP has placed the Purchase Order, the BNYM ETF Order Desk Administrator will read the Purchase Order back to the AP. The AP then must affirm that the Purchase Order has been taken correctly by the BNYM ETF Order Desk Administrator. If the AP affirms that the Purchase Order has been taken correctly, the BNYM ETF Order Desk Administrator will issue a confirmation number to the AP, which completes the order. All orders may also be placed by the AP via the BNYM Interface by the times described above.
Purchase Orders for select funds T-1 (T minus 1) Next Day International Market Orders, are to be placed after the Listing Exchange Closing Time of 4:00 PM and before 5:30 PM Eastern Standard Time on any Business Day. For such Funds, the Order Cutoff Time will be 5:30 PM Eastern Standard Time. Such Purchase Orders, if accepted, will receive the next Business Days NAV per Creation Unit. The Transfer Agents telephone number for all T- l orders is 718-315-7501.
PLEASE NOTE: A PURCHASE ORDER IS NOT COMPLETE UNTIL THE CONFIRMATION NUMBER IS ISSUED BY THE BNYM ETF ORDER DESK ADMINISTRATOR. WITH RESPECT TO EACH FUND, AN ORDER FOR FUND SHARES CAN NOT BE CANCELED BY THE AP AFTER THE LISTING EXCHANGE CLOSING TIME.
49
INCOMING TELEPHONE CALLS ARE QUEUED AND WILL BE HANDLED IN THE SEQUENCE RECEIVED. ACCORDINGLY THE AP SHOULD NOT HANG UP AND REDIAL. CALLS THAT ARE IN PROGRESS AT THE CUTOFF TIME ARE VALID AND THE ORDER WILL BE TAKEN. PLEASE NOTE THAT IN PROGRESS IS DEFINED AS AN AP ACTUALLY SPEAKING WITH A BNYM ETF ORDER DESK ADMINISTRATOR. CALLS THAT ARE PLACED BEFORE THE CUTOFF TIME THAT ARE IN THE HOLDING QUEUE AND UNANSWERED AT OR AFTER THE CUTOFF WILL BE VERBALLY DENIED. INCOMING CALLS THAT ARE RECEIVED AFTER THE CUTOFF TIME WILL NOT BE ANSWERED BY THE BNYM ETF ORDER DESK. ALL TELEPHONE CALLS WILL BE RECORDED.
2. TRANSMISSION OF TRADE CONFIRMATION.
Subject to the conditions that a Purchase Order has been completed by the AP not later than the Order Cutoff Time and that the Distributor finds no cause to reject such Purchase Order for the reason(s) listed in Section 3 below, the Distributor will accept the Purchase Order on behalf of the Trust and will confirm in writing or electronically to the AP that its Purchase Order has been accepted within 45 minutes after the designated Order Cutoff Time on the Order Date (e.g., 4:45 PM ET or 6:15 PM ET, as appropriate).
Until such time as the Distributor confirms acceptance thereof, any Purchase Order remains subject to rejection by the Trust for any reason(s) listed in Section 3 below.
3. REJECTING OR SUSPENDING PURCHASE ORDERS.
The Trust and the Distributor reserve the absolute right to reject acceptance of a Purchase Order for the following reasons: (i) the order is not in proper form as determined by the Trust, the BNYM ETF Order Desk Administrator or the Distributor; (ii) subject to Section 4 of this Annex IIPart A , the portfolio of Deposit Securities (and/or cash in lieu of names that the AP is not able to deliver in physical form) delivered is not as specified by the Distributor, (iii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of such Fund; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or any Fund; (v) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (vi) circumstances outside the control of Trust, the Distributor or the Transfer Agent make it impossible to process a Purchase Order. The Distributor shall notify the AP of a rejection of any Purchase Order. The Distributor and the Trust are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification.
The Trust acknowledges its agreement to return to the AP or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the AP or any party for which it is acting.
4. CONTRACTUAL SETTLEMENT.
(a) Through the CNS Clearing Process :
(1) |
Except as provided below, Deposit Securities of any Domestic Fund must be delivered through the NSCC to a DTC account maintained at the Custodian on or before the Domestic Contractual Settlement Date (defined below). The AP must also make available on or before the Contractual Settlement Date, by means satisfactory to the Trust, immediately available or same day funds estimated by the Trust to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the |
50
applicable purchase Transaction Fee. Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares of the Trust. The Domestic Contractual Settlement Date is the earlier of (i) the trade date plus two (T+2) Business Days or (ii) the date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to the Trust . Except as provided in the next two paragraphs, a Creation Unit of Shares of any Fund will be issued through the CNS system and the payment of the Cash Component and the purchase Transaction Fee through CNS in accordance with the terms, conditions and guarantees as set forth in CNS agreements to which the Custodian and AP have entered into. |
(a) |
The use of CNS, a net settlement system, creates a fungible position in the ETF agents DTC account, as such there may not be a one to one relationship between the internal and external records until all Deposit Security Transactions are settled at NSCC. |
(2) |
The Trust reserves the right to permit or require the substitution of an amount of cash ( i.e. , a cash in lieu amount) to be added to the Cash Component to replace any Deposit Security with respect to any Domestic Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below). Additional cost, if any, to acquire the omitted securities will be at the expense of the AP. |
(3) |
Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus. |
(b) Outside the CNS Clearing Process:
(1) |
Except as provided below, Deposit Securities must be delivered to an account maintained at the applicable local Subcustodian on or before the International Contractual Settlement Date (defined below). The AP must also make available on or before the International Contractual Settlement Date, by means satisfactory to the Trust, immediately available or same day funds estimated by the Trust to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the applicable purchase Transaction Fee (as described in the Prospectus). Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares. The International Contractual Settlement Date with respect to each International Fund is the earlier of (i) the date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to the Trust or (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where any of the securities of such International Fund are customarily traded. |
(2) |
Except as provided in the next two paragraphs, a Creation Unit of Shares in any International Fund will not be issued until the transfer of good title to the Trust of the portfolio of Deposit Securities and the payment of the Cash Component and the purchase Transaction Fee have been completed . When the Subcustodian confirms to the Custodian that the required securities included in the Fund Deposit (or, when permitted in the sole discretion of the Trust, the cash value thereof) have been delivered to the account of the relevant Subcustodian , the Custodian shall will cause the delivery of the Creation Unit of Shares. |
(3) |
The Trust may in its sole discretion permit or require the substitution of an amount of cash ( i.e. , a cash in lieu amount) to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or for other similar |
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reasons. If the Trust notifies the Distributor that a cash in lieu amount will be accepted, the Distributor will notify the AP and the Transfer Agent and the AP shall deliver, on behalf of itself or the party on whose behalf it is acting, the cash in lieu amount, with any appropriate adjustments as advised by the Trust which may include any difference between the actual cost to the Trust to acquire an omitted security and the value of the security had the security been delivered in kind. Additional amounts, if any, shall be included in the calculation of the Cash Component to be received, any excess amounts will be returned to the AP following settlement of the issue of the Creation Unit of Shares. |
(4) |
In the event that a Fund Deposit is incomplete on the settlement date for a Creation Unit of Shares because certain or all of the Deposit Securities are missing, the Trust may issue a Creation Unit of Shares notwithstanding such deficiency in reliance on the undertaking of the AP to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such the APs delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Deposit Securities. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement Procedures, which such procedures shall be provided to the AP by the Transfer Agent upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Deposit Securities at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such securities and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion. |
5. CASH PURCHASES.
When, in the sole discretion of the Trust, cash purchases of Creation Units of Shares are available or specified for a Fund, such purchases shall be affected in essentially the same manner as in-kind purchases thereof. In the case of a cash purchase or where the cash equivalent value of one or more Deposit Securities is being deposited in lieu of such Deposit Security, the AP must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser. In addition, to offset the Trusts brokerage, transaction, and other costs associated with using the cash to purchase the requisite Deposit Securities, the AP may be required to pay and additional Transaction Fee or adjustment as advised by the Trust which may include any difference between the actual cost to the Trust to acquire the Deposit Securities and the value of the Deposit Securities had the Deposit Securities been delivered. Such Transaction Fees and additional amounts, if any, shall be included in the calculation of the Cash Component to be received. Any excess amounts will be returned to the AP following settlement of the issue of the Creation Unit of Shares.
6. CUSTOM BASKETS.
The Trust has developed procedures for Creations and Redemptions using baskets of Deposit Securities that differ from that published by NSCC as the then-existing portfolio basket for the Fund (a Custom Basket), consistent with its exemptive relief 1 . In order for an AP to deliver or receive a Custom Basket to the Distributor or Transfer Agent and the Trust in connection with a purchase or redemption order rather than the basket of Deposit Securities published by NSCC together with the Cash Amount, any cash in lieu amounts and any other cash fees, the Distributor, the Funds investment adviser, or Trust must notify the AP that the Fund would like to effect the purchase or redemption through a Custom Basket and identify the contents of the Custom Basket on or prior to the time the AP calls with its Purchase Order and the AP must agree to deliver the Custom Basket in connection with the purchase. Prior to trade date, the Transfer Agent must notify NSCC of the Deposit Securities in the custom creation basket.
1 |
A custom order, as defined by the SEC, is any purchase or redemption of Shares made in whole or in part on a cash basis in reliance on clause (e)(i) or (e)(ii) of Section 16 in Exemptive Notice (1940 Act Rel. No. 30910, February 10, 2014). |
52
ANNEX II PART B
TO
AUTHORIZED PARTICIPANT AGREEMENT
TO PLACE A REDEMPTION ORDER FOR
CREATION UNIT(S) OF SHARES OF ONE OR MORE FUNDS
1. PLACING A REDEMPTION ORDER.
The Authorized Participant (AP) submitting an order to redeem shall submit such orders containing the information required to the Transfer Agent in the following manner: either: (a) through the BNYM ETF Center Interface electronic order entry system (BNYM Interface), as such may be made available and constituted from time to time, the use of which shall be subject to the terms and conditions of the Electronic Services Agreement incorporated herein by reference ; or (b) by telephone to the BNYM ETF Order Desk Administrator followed up with the faxed order form according to the procedures set forth below, incorporated herein by reference. The order so transmitted (either orally and in writing, or electronic form) is hereinafter referred to as the Submission or the Redemption Order as applicable, and the Business Day on which a Submission is made is hereinafter referred to as the Transmittal Date.
NOTE THAT WHEN THE TELEPHONIC METHOD OF SUBMITTING ORDERS IS USED, THE TELEPHONE CALL IN WHICH THE SUBMISSION NUMBER IS ISSUED INITIATES THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER. AN ORDER WILL ONLY BE PROCESSED UPON RECEIPT OF THE FAXED ORDER FORM SUBMISSION.
Redemption Orders for Creation Units of Shares may be initiated only on days that the Listing Exchange is open for trading. Redemption Orders may only be made in whole Creation Units of shares of each Fund. To begin a Redemption Order, that is not submitted through the BNYM Interface, the AP must telephone the BNYM ETF Order Desk Administrator at (718) 315-7500. This telephone call must be made by an Authorized Person of the AP and answered by THE BNYM ETF Order Desk before the closing time of the regular trading session on the Listing Exchange which is ordinarily 4:00p.m. Eastern Standard Time (Listing Exchange Closing Time or Order Cutoff Time). Upon verifying the authenticity of the AP (as determined by the use of the appropriate PIN), the BNYM ETF Order Desk Administrator will request that the AP place the Redemption Order. To do so, the AP must provide the appropriate ticker symbols when referring to a Fund. After the AP has placed the Redemption Order, the BNYM ETF Order Desk Administrator will read the Redemption Order back to the AP. The AP then must affirm that the Redemption Order has been taken correctly by the BNYM ETF Order Desk Administrator. If the AP affirms that the Redemption Order has been taken correctly, the BNYM ETF Order Desk Administrator will issue a confirmation number to the AP which completes the order. All orders may also be placed by the AP via the BNYM ETF Center Interface by the times described above
Redemption Orders for select funds (T-1 (T minus 1 ) Next Day International Market Orders, are to be placed after the Listing Exchange Closing Time of 4:00 PM and before 5:30 PM Eastern Standard Time on any Business Day. For such Funds, the Order Cutoff Time will be 5:30 PM Eastern Standard Time. Such Redemption Orders, if accepted, will receive the next Business Days NAV per Creation Unit. The Transfer Agent telephone number for all T-1 orders is (718) 315-7501.
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PLEASE NOTE: A REDEMPTION ORDER REQUEST IS NOT COMPLETE UNTIL THE CONFIRMATION NUMBER IS ISSUED BY THE BNYM ETF ORDER DESK ADMINISTRATOR. WITH RESPECT TO EACH FUND, AN ORDER FOR FUND SHARES CANNOT BE CANCELED BY THE AP AFTER THE LISTING EXCHANGE CLOSING TIME. INCOMING TELEPHONE CALLS ARE QUEUED AND WILL BE HANDLED IN THE SEQUENCE RECEIVED. ACCORDINGLY, THE AP SHOULD NOT HANG UP AND REDIAL. CALLS THAT ARE IN PROGRESS AT THE CUTOFF TIME ARE VALID AND THE ORDER WILL BE TAKEN. PLEASE NOTE THAT IN PROGRESS IS DEFINED AS AN AP ACTUALLY SPEAKING WITH A BNYM ETF ORDER DESK ADMINISTRATOR. CALLS THAT ARE PLACED BEFORE THE CUTOFF TIME THAT ARE IN THE HOLDING QUEUE AND UNANSWERED BY STAFF AT OR AFTER THE CUTOFF TIME, WILL BE VERBALLY DENIED. INCOMING CALLS THAT ARE RECEIVED AFTER THE CUTOFF TIME WILL NOT BE ANSWERED BY THE BNYM ETF ORDER DESK. ALL TELEPHONE CALLS WI LL BE RECORDED.
2. TRANSMISSION OF TRADE CONFIRMATION.
Subject to the condition that a Redemption Order has been completed by the AP not later than the Order Cutoff Time, the Distributor will accept the Redemption Order on behalf of the Trust and will confirm in writing to the AP that its Redemption Order has been accepted within 45 minutes after the designated Order Cutoff Time on the Business Day that the Redemption Order is received (e.g., 4:45 PM ET or 6:15 PM ET, as appropriate). The Distributor signs the approved written Redemption Order (indicating the time of its signature) and sends it to the AP.
3. REJECTING OR SUSPENDING REDEMPTION ORDERS.
The right of redemption may be suspended or the date of payment postponed with respect to a Fund: (i) for any period during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal of the shares of such Fund or determination of such Funds NAV is not reasonably practicable; or (iv) in such other circumstances as permitted by the SEC.
4. TAKING DELIVERY OF DEPOSIT SECURITIES.
The Deposit Securities constituting in-kind redemption proceeds will be delivered to the appropriate account, which must be indicated in the APs Standing Redemption Instructions. An Authorized Person of the AP may amend the APs Standing Redemption Instructions from time to time by writing to the BNYM ETF Order Desk Administrator and the Trust in a form approved by the Trust. A redeeming Beneficial Owner or the AP acting on behalf of such Beneficial Owner must maintain an appropriate securities broker-dealer, bank or other custody arrangements to which account such Deposit Securities will be delivered. Redemptions of Shares for Deposit Securities will be subject to compliance with applicable U.S. federal and state securities laws.
54
5. CONTRACTUAL SETTLEMENT.
(a) Through the CNS Clearing Process:
(1) Except as provided below, the Shares of any Domestic Fund must be delivered through the NSCC to a DTC account maintained at the applicable custodian of any Domestic Fund on or before the Domestic Contractual Settlement Date (defined below). The Trust will make available on the Domestic Contractual Settlement Date the Cash Component next determined after acceptance of the Redemption Order, less the applicable Transaction Fee. The Domestic Contractual Settlement Date is the date upon which all of the required Shares must be delivered to the Trust and, the Deposit Securities, any cash in lieu amounts and Cash Component less any fees are delivered by the Trust to the AP (ordinarily trade date plus two (T+2) Business Days). Except as provided in the next two paragraphs, the Deposit Securities representing Creation Units of Shares and any cash component will be delivered concurrently with the transfer of good title to the Trust of the required number of Shares through the NSCCs Continuous Net Settlement (CNS) system and the delivery of the Cash Component less the Transaction Fee through CNS.
(a) The use of CNS, a net settlement system, creates a fungible position in the ETF agents DTC account, as such there may not be a one to one relationship between the internal and external records until all Deposit Security Transactions are settled at NSCC.
(2) The Trust reserves the right to permit or require the substitution of an amount of cash ( i.e. , a cash in lieu amount) to be added to the Cash Component to replace any Deposit Security with respect to a Fund which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the CNS Clearing Process, or which may not be eligible for transfer through the systems of DTC and hence not eligible for transfer through the CNS Clearing Process (discussed below) and will be at the expense of the Fund and will affect the value of all Shares of such Fund; but the Trust, subject to the approval of the Board, may adjust the Transaction Fee within the parameters described below to protect ongoing shareholders. Any settlement outside the CNS Clearing Process is subject to additional requirements and fees as discussed in the Prospectus.
(3) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares, the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the APs undertaking to deliver the missing Shares as soon as possible, which undertaking shall be secured by such APs delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement procedures, which such procedures shall be provided to the AP by the BNYM ETF Order Desk Administrator upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such Shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.
(b) Outside the CNS Clearing Process :
(1) Except as provided below, the Shares must be delivered to an account maintained at the Custodian on or before the Business Day immediately following the date on which the NAV of the redemption was calculated. The Trust will also make available on the International Contractual Settlement Date, immediately available or same day funds sufficient to pay the Cash Component next determined after acceptance of the Redemption Order, less the applicable Transaction Fee (as described in the Prospectus). The International Contractual Settlement Date of an International Fund is the earlier of (i) the date upon which all of the Deposit Securities are delivered to the AP or (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction(s) where the any of the securities of such International Fund are customarily traded.
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(2) Deliveries of redemption proceeds by a Fund generally will be made within three (3) Business Days. Due to the schedule of holidays in certain countries, however, the delivery of in-kind Deposit Securities of International Funds may take longer than three Business Days after the day on which the Redemption Order is placed.
(3) Except as provided in the next two paragraphs, the Deposit Securities will not be delivered until the transfer of good title to the Trust of the required Creation Unit(s) of Shares has been completed . When the Custodian confirms that the required Shares or, when permitted in the sole discretion of the Trust, the cash collateral has been received by the account , the Custodian will cause the delivery of the Deposit Securities.
(4) The Trust may in its sole discretion permit or require the substitution of an amount of cash ( i.e. , a cash in lieu amount) to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or for other similar reasons. If the Trust notifies the Distributor that a cash in lieu amount will be delivered, the Distributor will notify the AP and the AP shall receive the cash in lieu amount, with any appropriate adjustments as advised by the Trust. The AP may also elect to replace any Deposit Securities with a cash in lieu amount to the extent that the AP is not authorized to purchase the particular Deposit Securities from the Fund or is not able to sell the particular Deposit Securities in the secondary market, consistent with restrictions in applicable law or the APs internal policies and procedures.
(5) In the event that the number of Shares is insufficient on the settlement date for Creation Unit(s) of Shares (Order Date +1), the Trust may deliver the Deposit Securities notwithstanding such deficiency in reliance on the APs undertaking to deliver the missing Shares as soon as possible, which undertaking shall be secured by such APs delivery on Order Date +1 and subsequent maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The parties hereto agree that the delivery of such collateral shall be made in accordance with the Cash Collateral Settlement procedures, which such procedures shall be provided to the AP by the BNYM ETF Order Desk Administrator upon request. The parties hereto further agree that the Trust, acting in good faith, may purchase the missing Shares at any time and the AP agrees to accept liability for any shortfall between the cost to the Trust of purchasing such Shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.
6. CASH REDEMPTIONS .
In the event that, in the sole discretion of the Trust, cash redemptions are permitted or required by the Trust, proceeds will be paid to the AP redeeming Shares on behalf of the redeeming investor as soon as practicable after the date of redemption.
7. STANDING REDEMPTION INSTRUCTIONS.
Annex V hereto contains the APs Standing Redemption Instructions, which include information identifying the account(s) into which Deposit Securities of each Fund and any other redemption proceeds should be delivered by the Trust pursuant to a Redemption Order.
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ANNEX II PART C
TO
AUTHORIZED PARTICIPANT AGREEMENT
ALPS DISTRIBUTOR, INC., DISTRIBUTOR
THE BANK OF NEW YORK MELLON, TRANSFER AGENT
CREATION/REDEMPTION ORDER FORM
COLUMBIA ETF TRUST II
Standard Orders 9 AM-4 PM, T-1 4-5:30(*) PM All Times are Eastern
CONTACT INFORMATION FOR ORDER EXECUTION:
Telephone order number: (718) 315-7500
Facsimile number: (732) 667-9478
Participant must complete all items in Part 1. The Distributor and/or Transfer Agent, in their discretion may reject any order not submitted in complete form.
I. TO BE COMPLETED BY PARTICIPANT:
Order Date: __________ Time: __________ Trade Date: __________ Settlement Date: __________
Your Name: ____________________________ Firm Name: _________________________
NSCC Participant Number: ________________ DTC Participant Number: ______________
Telephone Number: ______________________ Fax Number: ______________________
Type of order: (Check One)
Type of Order (Check one): ❒ CREATION ❒ REDEMPTION
Type of Settlement (Check one):❒ In-kind ❒ Cash
☐ Columbia Beyond BRICs ETF* | BBRC | |
☐ Columbia EM Core ex-China ETF* | XCEM | |
☐ Columbia EM Quality Dividend ETF* | HILO | |
☐ Columbia Emerging Markets Consumer ETF* | ECON | |
☐ Columbia India Consumer ETF* | INCO | |
☐ Columbia India Infrastructure ETF* | INXX | |
☐ Columbia India Small Cap ETF* | SCIN |
If creation/redemption is a custom basket order, indicate the restricted security name, ticker and number of shares to be settled in cash as part of the Cash Component.
Name _________________________________ Symbol _________ Number of Shares_____________
Name __________________________________ Symbol _________ Number of Shares_____________
The Participant represents and warrants that it will not redeem a Creation Unit unless it, or the party for which it is acting, as the case may be, first owns the requisite number of Shares to be redeemed as a Creation Unit. The Authorized Participant represents and warrants that (based upon the number of outstanding Shares of each such Fund made publicly available by the Trust) either (i) it does not, and will not in the future, hold for the account of any single Beneficial Owner of Shares of the relevant Fund, eighty percent (80%) or more of the currently outstanding Shares of such relevant Fund, so as to cause the Fund to have a basis in the portfolio securities deposited with the Fund different from the market value of such portfolio securities on the date of such deposit, pursuant to section 351 of the Internal Revenue Code of 1986, as amended, or (ii) it is carrying the Deposit Securities as a dealer and as inventory in connection with its market making activities.
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# of Creation Units (CU) Transacted: Number: _________ Number written out: ________________________
(One CU = 50,000) All Funds
Order #: ______________________________ Authorized Signature ___________________________________
II. TO BE COMPLETED BY DISTRIBUTOR OR TRANSFER AGENT:
This certifies that the above order has been:
☐ Accepted by the Distributor/Transfer Agent ☐ Declined-Reason: ______________________________________
Date___________ Time________(ET) Authorized Signature__________________________________
58
ANNEX III PART A
TO
AUTHORIZED PARTICIPANT AGREEMENT
FORM OF LIST OF CERTIFIED AUTHORIZED
PERSONS OF THE AUTHORIZED PARTICIPANT
The following are the names, titles, signatures , phone numbers, and email addresses of all persons (each an Authorized Person) authorized to give instructions relating to any activity contemplated by this Authorized Participant Agreement for the Columbia ETF Trust II Funds (the Agreement) or any other notice, request or instruction on behalf of the Authorized Participant pursuant to the Agreement.
Authorized Participant:
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DTC Participant Number:________________ |
59
ANNEX III- PART B
TO AUTHORIZED PARTICIPANT AGREEMENT
[On APs Firm Letterhead]
[DATE]
The Bank of New York Mellon
ALPS DISTRIBUTORS, Inc.
Attn: ETF Services
[___________]
New York, NY [_____]
Re: |
Addendum to the Certificate of Authorized Persons for [Name of AP] under the Authorized Participant Agreement for the Columbia ETF Trust II Funds (the Agreement) |
Ladies and Gentlemen:
Pursuant to the Agreement, following are the names, titles, signatures, phone numbers, and email addresses of additional Authorized Persons (as defined in the Agreement) of [Name of AP] (the AP) authorized to give instructions relating to any activity contemplated by the Agreement or any other notice, request or instruction on behalf of the AP pursuant to the Agreement. This list of Authorized Persons is an addendum and adds Authorized Persons to the APs most recently executed certificate (entitled Certified Authorized Persons of the Authorized Participant, Columbia ETF Trust II Funds) preceding the date set forth above.
Name: | Name: | |||||||||||
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Signature: | Signature: | |||||||||||
Phone: | Phone: | |||||||||||
Email: | Email: |
Please provide PINs for such Authorized Persons who are not already established in the ETF Administrators system.
Very truly yours, | ||
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60
ANNEX IV
TO
AUTHORIZED PARTICIPANT AGREEMENT
INTERNATIONAL FUND SUBCUSTODIAN ACCOUNTS FOR
DELIVERY OF DEPOSIT SECURITIES
The Subcustodian accounts into which an AP should deposit the securities constituting the Deposit Securities of each International Fund of Columbia ETF Trust II are set forth below:
__________________
[Name of Fund]
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
__________________
[Name of Fund]
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
__________________
[Name of Fund]
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
__________________
[Name of Fund]
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
__________________
[Name of Fund]
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
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ANNEX V
TO
AUTHORIZED PARTICIPANT AGREEMENT
THE AP ACCOUNTS
FOR DELIVERY OF DEPOSIT SECURITIES
The accounts into which the Columbia ETF Trust II Funds should deposit the securities constituting the Deposit Securities of each Fund upon redemption by the AP are set forth below:
Name of AP: |
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Account Name: |
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Account Number: |
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Other Reference Number: |
62
ANNEX VI
TO
AUTHORIZED PARTICIPANT AGREEMENT
ORDER ENTRY SYSTEM TERMS AND CONDITIONS
This Annex shall govern use by an Authorized Participant of the electronic order entry system for placing Purchase Orders and Redemption Orders for Shares (the System). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Authorized Participant Agreement (the AP Agreement). In the event of any conflict between the terms of this Annex VI and the main body of the AP Agreement with respect to the placing of Purchase Orders and Redemption Orders, the terms of this Annex VI shall control.
1. (a) Authorized Participant shall provide to the Transfer Agent a duly executed authorization letter, in a form satisfactory to Transfer Agent, identifying those Authorized Persons who will access the System. Authorized Participant shall notify the Transfer Agent promptly in writing, including, but not limited to, by electronic mail, in the event that any persons status as an Authorized Person is revoked or terminated, in order to give the Transfer Agent a reasonable opportunity to terminate such Authorized Persons access to the System. The Transfer Agent shall promptly revoke access of such Authorized Person to the electronic entry systems through which Purchase Orders and Redemption are submitted by such person on behalf of the Authorized Participant.
(b) It is understood and agreed that each Authorized Person shall be designated as an authorized user of Authorized Participant for the purpose of the AP Agreement. Upon termination of the AP Agreement, the Authorized Participant s and each Authorized Persons access rights with respect to System shall be immediately revoked.
2. Transfer Agent grants to Authorized Participant a personal, nontransferable and nonexclusive license to use the System solely for the purpose of transmitting Purchase Orders and Redemption Orders and otherwise communicating with Transfer Agent in connection with the same. Authorized Participant shall use the System solely for its own internal and proper business purposes. Except as set forth herein, no license or right of any kind is granted to Authorized Participant with respect to the System. Authorized Participant acknowledges that Transfer Agent and its suppliers retain and have title and exclusive proprietary rights to the System. Authorized Participant further acknowledges that all or a part of the System may be copyrighted or trademarked (or a registration or claim made therefor) by Transfer Agent or its suppliers. Authorized Participant shall not take any action with respect to the System inconsistent with the foregoing acknowledgments. Authorized Participant may not copy, distribute, sell, lease or provide, directly or indirectly, the System or any portion thereof to any other person or entity without Transfer Agents prior written consent. Authorized Participant may not remove any statutory copyright notice or other notice included in the System. Authorized Participant shall reproduce any such notice on any reproduction of any portion of the System and shall add any statutory copyright notice or other notice upon Transfer Agents request.
3. (a) Authorized Participant acknowledges that any user manuals or other documentation (whether in hard copy or electronic form) (collectively, the Material), which is delivered or made available to Authorized Participant regarding the System is the exclusive and confidential property of Transfer Agent. Authorized Participant shall keep the Material confidential by using the same care and discretion that Authorized Participant uses with respect to its own confidential property and trade secrets, but in no event less than reasonable care. Authorized Participant may make such copies of the Material as is reasonably necessary for Authorized Participant to use the System and shall reproduce Transfer Agents
63
proprietary markings on any such copy. The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. TRANSFER AGENT AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) Upon termination of the Agreement for any reason, Authorized Participant shall return to Transfer Agent all copies of the Material which is in Authorized Participant s possession or under its control.
4. Authorized Participant agrees that it shall have sole responsibility for maintaining adequate security and control of the user IDs, passwords and codes for access to the System, which shall not be disclosed to any third party without the prior written consent of Transfer Agent. Transfer Agent shall be entitled to rely on the information received by it from the Authorized Participant and Transfer Agent may assume that all such information was transmitted by or on behalf of an Authorized Person regardless of by whom it was actually transmitted, unless the Authorized Participant shall have notified the Transfer Agent a reasonable time prior that such person is not an Authorized Person.
5. Transfer Agent shall have no liability in connection with the use of the System, the access granted to the Authorized Participant and its Authorized Persons hereunder, or any transaction effected or attempted to be effected by the Authorized Participant hereunder, except for damages incurred by the Authorized Participant as a direct result of Transfer Agents negligence or willful misconduct. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT SHALL TRANSFER AGENT OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE ACCESS GRANTED TO THE AUTHORIZED PARTICIPANT HEREUNDER, OR ANY TRANSACTION EFFECTED OR ATTEMPTED TO BE EFFECTED BY THE AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF TRANSFER AGENT OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL TRANSFER AGENT OR ANY SUCH MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND SUCH PERSONS REASONABLE CONTROL.
6. Transfer Agent reserves the right to revoke Authorized Participant s access to the System, with written notice, upon any breach by the Authorized Participant of the terms and conditions of this Annex VI.
7. Transfer Agent shall acknowledge through the System its receipt of each Purchase Order or Redemption Order communicated through the System, and in the absence of such acknowledgment Transfer Agent shall not be liable for any failure to act in accordance with such orders and Authorized Participant may not claim that such Purchase Order or Redemption Order was received by Transfer Agent. Transfer Agent may in its discretion decline to act upon any instructions or communications that are insufficient or incomplete or are not received by Transfer Agent in sufficient time for Transfer Agent to act upon, or in accordance with such instructions or communications.
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8. Authorized Participant agrees to use reasonable efforts consistent with its own procedures used in the ordinary course of business to prevent the transmission through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Systems.
9. Authorized Participant acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. Authorized Participant agrees that Transfer Agent may deactivate any encryption features at any time, without notice or liability to Authorized Participant, for the purpose of maintaining, repairing or troubleshooting its systems.
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Columbia Funds ETF Trust I of our report dated December 20, 2018, relating to the financial statements and financial highlights, which appear in Columbia Sustainable U.S. Equity Income ETFs, Columbia Sustainable International Equity Income ETFs, Columbia Sustainable Global Equity Income ETFs, Columbia Diversified Fixed Income Allocation ETFs, and Columbia Multi-Sector Municipal Income ETFs Annual Report on Form N-CSR for the year ended October 31, 2018. We also consent to the references to us under the headings Financial Highlights, Independent Registered Public Accounting Firm and Organization and Management of Wholly-Owned Subsidiaries in such Registration Statement.
/s/ PricewaterhouseCoopers LLP |
Minneapolis, Minnesota February 26, 2019 |
COLUMBIA ETF TRUST
COLUMBIA ETF TRUST I
COLUMBIA ETF TRUST II
(each a Registrant)
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Michael G. Clarke, Joseph Beranek, Joseph DAlessandro, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Michael E. DeFao and Megan E. Garcy, each individually, her true and lawful attorney-in-fact and agent (each an Attorney-in-Fact) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigneds capacity as Treasurer and Chief Accounting Officer (Principal Accounting Officer) of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the Acts) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (SEC) in respect thereof, in connection with the filing and effectiveness of each Registrants Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office(s) of the Registrant.
Dated: February 1, 2019 |
/s/ Marybeth Pilat |
Marybeth Pilat |